EX-10.1






THE MIDLAND BUILDING




LEASE




Between




250 East Broad Street Properties, LLC




(“Landlord”)




(“Tenant”)




Ohio Indemnity Company




August 11, 2008




LEASE SUMMARY




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	A.
	 	Date of Execution	 	August 14, 2008	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	of Lease:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	B.
	 	Landlord:	 	250 East Broad Street Properties, LLC	 	 	 	 
	C.
	 	Address of Landlord:	 	250 East Broad Street Properties, LLC	 	 	 	 
	 	 	 	 	 	 	250 East Broad Street, Suite 1250	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Columbus, Ohio 43215	 	 	 	 	 	 	 	 
	D.
	 	Tenant:	 	Ohio Indemnity Company	 	 	 	 	 	 	 	 
	E.
	 	Address of Tenant:	 	250 E. Broad Street – 7th Floor	 	 	 	 
	 	 	 	 	 	 	Columbus, OH 43215	 	 	 	 	 	 	 	 
	F.
	 	Building:	 	The office building located at 250 E. Broad Street in Columbus, Ohio 43215
	G.
	 	Leased Premises:	 	That portion of the Building outlined on Exhibit A and known as Suite 700.
	 	 	 	 	 	 	The leased premises contains 11,700 square feet of rentable space and are
	 	 	 	 	 	 	located on the 7th floor.	 	 	 	 	 	 	 	 
	H.
	 	Permitted Use:	 	General office use.	 	 	 	 	 	 	 	 
	I.
	 	Lease Term:	 	Seven (7) Years	 	 	 	 	 	 	 	 	 	 	 	 
	J.
	 	Commencement Date:	 	January 1, 2009	 	 	 	 	 	 	 	 	 	 	 	 
	K
	 	Termination Date:	 	December 31, 2015	 	 	 	 	 	 	 	 
	L.
	 	Full Service Rent:	 	Lease	 	PRSF	 	Monthly    Full	 	Annual
	 
	 	 	 	 	 	Period	 	Full Service Rent	 	Service Rent	 	Full Service Rent
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	Year 1:	 	$16.00/SF	 	$	15,600.00	 	 	$	187,200	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	Year 2:	 	$	16.50	 	 	$	16,087.50	 	 	$	193,050	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	Year 3:	 	$	17.00	 	 	$	16,575.00	 	 	$	198,900	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	Year 4:	 	$	17.50	 	 	$	17,062.50	 	 	$	204,750	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	Year 5:	 	$	18.00	 	 	$	17,550.00	 	 	$	210,600	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	Year 6:	 	$	18.50	 	 	$	18,037.50	 	 	$	216,450	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	Year 7:	 	$	19.00	 	 	$	18,525.00	 	 	$	222,300	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	M.
	 	Tenant Improvements:	 	Landlord will turnkey tenant improvements at its cost per the signed off
	 	 	 	 	 	 	drawings dated August 4, 2008	 	 	 	 	 	 	 	 






1




	 	 	 	 	 	 	 	 	 
	N.
	 	Payment Due Dates:	 	All monthly installments of the Full
	 
	 	 	 	 	 	Service Rent shall be due and payable in
	 
	 	 	 	 	 	advance on or before the first
	 
	 	 	 	 	 	(1st) day of each calendar
	 
	 	 	 	 	 	month during the Lease Term.
	O.
	 	Security Deposit:	 	$	15,600.00	 
	P.
	 	Real Estate Brokers:	 	CB Richard Ellis representing the Landlord.
	 
	 	 	 	 	 	CB Richard Ellis representing the Tenant.
	Q.
	 	Parking:	 	Tenant will have the right to the
	 
	 	 	 	 	 	following guaranteed reserved  parking
	 
	 	 	 	 	 	spaces in the attached garage for the
	 
	 	 	 	 	 	initial term:
	 
	 	 	 	 	 	(24) spaces @ $100 /space/month
	 
	 	 	 	 	 	Parking shall increase $5.00 per space per
	 
	 	 	 	 	 	year during the term of this lease.
	 
	 	 	 	 	 	Tenant shall also have the temporary use
	 
	 	 	 	 	 	of an additional 11 spaces in the garage
	 
	 	 	 	 	 	at the aforementioned rates.  Landlord
	 
	 	 	 	 	 	shall have the right to terminate the
	 
	 	 	 	 	 	temporary parking by giving tenant 90 days
	 
	 	 	 	 	 	notice.
	R.
	 	Proportionate Share:	 	 	5.25% (11,700/222,878	)
	S.
	 	Rent Abatement:	 	Tenant will receive five (5) months of
	 
	 	 	 	 	 	full service rent abatement at the
	 
	 	 	 	 	 	beginning of this lease term.
	T.
	 	Storage:	 	Tenant shall have the right to lease its
	 
	 	 	 	 	 	existing storage space containing
	 
	 	 	 	 	 	approximately 1,600 sq. ft. on the
	 
	 	 	 	 	 	3rd floor of the building for
	 
	 	 	 	 	 	$933.33 per month.  Landlord reserves the
	 
	 	 	 	 	 	right to relocate said storage at its cost
	 
	 	 	 	 	 	to other available storage in the building
	 
	 	 	 	 	 	should it come available.  The size of any
	 
	 	 	 	 	 	such substitute storage space shall be
	 
	 	 	 	 	 	equal to or greater than the original
	 
	 	 	 	 	 	storage space.  Tenant’s monthly storage
	 
	 	 	 	 	 	fee for the substitute storage space shall
	 
	 	 	 	 	 	remain the same.






2




LEASE

THE MIDLAND BUILDING

COLUMBUS, OHIO




THIS LEASE made as of this 11th day of August, 2008 (this “Lease”) between 250 East Broad
Street Properties, LLC, (“Landlord”), and Ohio Indemnity Company, an Ohio Corporation, whose
address is 250 East Broad Street, Columbus, OH 43215 (“Tenant”).



WITNESSETH:




Landlord hereby agrees to lease to Tenant, and Tenant hereby agrees to accept, the premises
(the “Premises”) designated on the plan attached hereto as Exhibit A and commonly described as
space on the seventh (7th) floor containing approximately 11,700 square feet of
“Rentable Area” in the building known as The Midland Building (the “Building”) located on a parcel
of land at the northeast corner of 5th Street and East Broad Street, in the City of Columbus,
Franklin County, Ohio (the “Land”), subject to the terms and conditions of this Lease. Tenant
shall also have the right to lease storage space (“Storage Space”) as described in the Lease
Summary. During the Lease Term, Tenant shall have the nonexclusive right to use all areas in and
around the Building made available from time to time by Landlord for the common use of the
occupants of the Building (“common areas”).



In consideration thereof, Landlord and Tenant covenant and agree as follows:



1. TERM.



The term of this Lease (the “Term”) shall commence on January 1, 2009 (the
“Commencement Date”) and end on December 31st, 2015 (the “Termination Date”),
unless sooner terminated (or extended) as provided herein.



2. FULL SERVICE RENT.



A. Full Service Rent. Tenant shall pay Full Service Rent in the amount set forth in
the Lease Summary. All Rental payments due until this Lease shall be payable by the Tenant on the
first (1st) day of every month to the Landlord as follows, or to such other place as
Landlord shall from time to time designate. Notwithstanding anything to the contrary set forth in
this Lease, Tenant will also receive rent abatement as set forth in the Lease Summary.



250 East Broad Street Properties, 250 E. Broad Street, Suite 1250, Columbus, Ohio 43215



B. Operating Expense Payments. Tenant shall pay its Proportionate Share of any
increase in Operating Expenses over and above the Operating Expenses in the base year, subject,
however, to the “cap” described below. Base year will be calendar year 2009.



Proportionate Share shall mean the percentage set forth in the Lease Summary, using the
percentage calculated by dividing the rentable area of the Premises by the rentable area of the
Building. Landlord represents and warrants that the rentable areas of the Building and Premises
have been calculated in accordance with applicable BOMA standards.



“Cap” on Controllable Operating Expenses: The forgoing notwithstanding, the amount that
Tenant shall be required to pay each year as its Proportionate Share of Controllable Operating
Expenses in excess of base year Controllable Operating Expenses shall not increase by more than
four percent (4%) over the amount payable therefor for the previous calendar year. Those expenses
which are included within the definitions of “Operating Expenses” and “Controllable Operating
Expenses” are set forth below. The amount payable by Tenant under this paragraph B as Tenant’s
Proportionate Share of Operating Expenses in excess of base year Operating Expenses, after
applying the “cap” on Controllable Operating Expenses described above, is sometimes referred to
herein as Tenant’s “Operating Expense Payment(s).”



Beginning with calendar year 2010, Tenant shall pay Operating Expenses Payments
monthly along with the Full Service Rent based upon Landlord’s estimate of the Operating Expenses
which will be incurred during each calendar year during the Lease Term. Tenant’s Operating
Expense Payments for the first calendar year of the Lease Term are included in the Full Service
Rent for the first year. Landlord will use its best efforts to notify Tenant by the end of each
calendar year during the Lease Term of the amount of Tenant’s estimated Operating Expense Payment
for the upcoming calendar year.



As soon as reasonably practicable after the end of each calendar year (but no later than one
hundred twenty (120) days after the end of such year), Landlord will deliver to Tenant a written
operating expense statement, reasonably itemized, showing the actual Operating Expenses and actual
Controllable Operating Expenses for such calendar year, the sum of the payments made by Tenant for
such year as its estimated Operating Expenses Payments, and the amount of Tenant’s actual Operating
Expenses Payments for such year. If the sum of the estimated Operating Expense Payments paid by
Tenant during such calendar year exceeds Tenant’s actual Operating Expense Payments for such year,
then Landlord will pay such excess amount to Tenant within thirty (30) days after the date on which
the amount of such excess Operating Expense Payments are determined but in any event no later than
120 days after the end of such year; or if the Lease Term has ended, Landlord shall refund such
excess amount to Tenant. If the sum of the estimated Operating Expense Payments paid by Tenant
during such calendar year is less than Tenant’s actual Operating Expense Payments for such year,
then Tenant will pay the deficiency to Landlord with thirty (30) days after Tenant’s receipt of
Landlord’s written operating expense statement. If the Lease Term begins on a day other than
January 1st or expires on a date other than December 31st, Tenant’s Operating Expense Payments for
the first and last calendar year during which the Lease Term is in effect will be prorated to take
into consideration the number of days during such calendar year in which the Lease Term is in
effect.



Tenant will have the right, upon reasonable prior written notice to Landlord, to audit and
inspect Landlord’s books and records with respect to Landlord’s computation of its Operating
Expenses for any particular calendar year. Any such right of audit and inspection for a particular
calendar year must be exercised, if at all, within one hundred twenty (120) days after Tenant’s
receipt of Landlord’s operating expense statement for such calendar year. If Tenant fails to so
exercise its audit and inspection right within such 120-day period, then its rights with respect to
the subject calendar year will terminate for all purposes of this Lease. If any audit or
inspection conducted by Tenant discloses an overage in the amount billed to Tenant over the amounts
actually due from Tenant hereunder, then Landlord will reimburse Tenant: (a) for such overage; and
(b) to the extent such overage exceeds five (5%) of the amount actually due from Tenant hereunder,
for all reasonable out-of-pocket costs and professional fees incurred by Tenant in connection with
its auditing and inspection of Landlord’s books and records. The reimbursements referred to in the
immediately preceding sentence will be made by Landlord to Tenant within thirty (30) days after
Landlord’s receipt of a detailed invoice identifying the amounts of such reimbursements. Except as
otherwise expressly provided herein, Tenant will bear all costs associated with the auditing and
inspection of Landlord’s books and records.



C. Definitions of Operating Expenses




(1) “Tenant’s Proportionate Share of Operating Expenses” shall mean a percentage
factor, determined by dividing the rentable square footage contained in the Premises by the
rentable square footage contained in the Building, multiplied by the amount of Operating
Expenses.




(2) “Base Year” shall mean calendar year 2009.




(3) “Operating Expenses” shall mean those expenses paid or incurred by or on behalf of
Landlord in respect to the operation of the Building, including without limitation, real
estate taxes, utilities, maintenance, repairs, payroll, management fees, and janitorial
services. Landlord shall provide janitorial services Monday through Friday with major
holidays excepted. “Controllable Operating Expenses” shall mean all Operating Expenses
excluding real estate taxes, utility costs, and insurance premiums.




The foregoing notwithstanding, the following items shall be excluded from Operating
Expenses:




(a) The cost of any special service rendered to a tenant of the Building which is not
rendered generally to the other tenants of the Building;




(b) Costs of initial improvements to, or initial alterations of, space leased or to be
leased to any tenant of the Building for the sole benefit of such tenant, and the cost of
correcting defects in the original construction of the Building;




(c) Costs and expenses incurred in connection with leasing space in the Building, such
as leasing commissions, tenant allowances, space planner fees, advertising and promotional
expenses, legal fees for the preparation of leases, and rent payable with respect to any
leasing office;




(d) Costs of capital improvements to the building;




(e) Principal or interest payments on loans secured by mortgages on the Building or on
the Lot, and any rental under any ground or underlying lease or leases of the Building;




(f) Interest or penalties for late payments by Landlord, except to the extent resulting
from a default by Tenant;




(g) The cost of repairing or restoring any substantial portion of the Building damaged
by fire or other casualty to the extent such casualty is customarily insured against by
landlords of office buildings of similar size, age and construction in the same urban area;




(h) The cost of repairs, alterations or replacements required as a result of the
exercise of any right of eminent domain;




(i) The cost of items and services which are reimbursable by Tenant or other tenants of
the Building or which are paid directly by Tenant or other tenants to third persons, and any
other costs for which Landlord received reimbursement;




(j) Costs incurred in advertising and promotional activities for the Building;




(k) Costs of performing any clean up, remediation, evaluation or other costs associated
with Hazardous Materials (as defined below) at the Project;




(l) Costs associated for collection of rent from other tenants AFTER they have
defaulted on their lease payment or any other costs incurred by Landlord in connection with
the enforcement of leases against the tenants of the Building, including without limitation
legal fees and arbitration and mediation costs; and




(m) Depreciation.



If the Building is only partially occupied during any calendar year, Landlord shall estimate
the Operating Expenses for the calendar year as if the Building were at least ninety-five percent
(95%) occupied.



If Landlord is permitted by a taxing authority to pay real estate taxes or assessments in
installments, then, for purposes of this section, Landlord shall be deemed to have elected to pay
the taxes and assessments in installments over the longest time period permitted, and the amount of
such taxes and assessments included in Operating Expenses for any given year shall be the sum of
such installments allocable to such year.



3. USE OF THE PREMISES.



A. Reserved Areas. This Lease does not give Tenant any right to use, and Landlord
hereby excludes and reserves for its sole and exclusive use, the following areas in and about the
Premises: janitor closets, stairways and stairwells outside Tenant’s finished space, fan,
mechanical, electrical, telephone and similar rooms (other than those installed for Tenant’s
exclusive use); elevator, pipe and other vertical shafts, flues and ducts; all areas above the
acoustical ceiling and below the finished floor covering installed in the Premises; all other
structural or mechanical elements serving other areas of the Building; and all subterranean,
mineral, air, light and view rights.



B. Permitted Use. Tenant shall use and occupy the Premises for any general office
purpose and incidental related purposes consistent with the operation of a first-class office
building in Columbus, Ohio.



C. Compliance with Laws. Tenant shall not use or permit the use of any part of the
Premises for any purpose prohibited by law or in any manner that would create any nuisance or
interfere with, annoy or disturb any other tenant or Landlord in its operation of the Building.
Tenant shall, at its sole expense, comply with and conform to all of the requirements of all
governmental authorities having jurisdiction over the Building which relate in any way to the
condition, use and occupancy of the Premises throughout the entire Term of this Lease. Tenant
represents and warrants that, on the Commencement Date, the Premises and Building will be in
compliance with all applicable laws.



D. Hazardous Materials. Tenant agrees that it will not use, handle, generate, treat,
store or dispose of, or permit the handling, generation, treatment, storage or disposal of any
Hazardous Materials (as defined hereinafter) in, on, under, around or above the Premises, the
Building or the Land, now or at any future time and will indemnify, defend and save Landlord
harmless from any and all actions, proceedings, claims, costs, expenses and losses of any kind,
including, but not limited to, those arising from injury to any person, including death, damage to
or loss of use or value of real or personal property, and costs of investigation and cleanup in
connection with the existence of Hazardous Materials on the Premises caused by Tenant during the
Term hereof. The term “Hazardous Materials”, when used herein, shall include, but shall not be
limited to, any substances, materials or wastes to the extent quantities thereof are regulated by
the City of Columbus or any other local governmental authority, the State of Ohio, or the United
States of America because of toxic, flammable, explosive, corrosive, reactive, radioactive or other
properties that may be hazardous to human health or the environment, including asbestos and
including any materials or substances that are listed in the United States Department of
Transportation Hazardous Materials Table, as amended, 49 C.F.R. 172.101, or in the Comprehensive
Environmental Response, Compensation and Liability Act, as amended, 42 U.S.C. subsections 9601 et
seq., or the Resource Conservation and Recovery Act, as amended, 42 U.S.C. subsections 6901 et
seq., or any other applicable governmental regulation imposing liability or standards of conduct
concerning any hazardous, toxic or dangerous substances, waste or material, now or hereafter in
effect. Tenant does hereby indemnify, defend and hold harmless the Landlord and its agents and
their respective officers, directors, beneficiaries, shareholders, partners, agents and employees
from all fines, suits, procedures, claims and actions of every kind, and all costs associated
therewith (including attorneys’ and consultants’ fees) arising by, through or under Tenant, its
agents, employees, contractors, servants and invitees and out of or in any way connected with any
deposit, spill, discharge or other release of Hazardous Materials caused by Tenant that occurs
during the Term of this Lease, at or from the Premises, or which arises at any time from Tenant’s
use or occupancy of the Premises, or from Tenant’s failure to provide all information, make all
submissions, and take all steps required by all applicable governmental authorities. Tenant’s
obligations and liabilities under this paragraph shall survive the expiration of the Term of this
Lease. Landlord represents and warrants to Tenant that, to the best of Landlord’s knowledge, on
the Commencement Date, there shall be no Hazardous Materials at the Premises or elsewhere at the
Project.



4. POSSESSION.



A. Possession of the Premises shall be tendered to Tenant by Landlord on the Commencement Date
provided Landlord has substantially completed its express obligations set forth in the Work Letter
attached hereto as Exhibit [B] and made a part hereof (the “Work Letter”). If Landlord is unable to
complete substantially such obligations by the specified Commencement Date or Landlord is unable to
tender possession on such date by reason of the holding over or retention of possession by any
tenant or occupant, this Lease shall nevertheless continue in force and effect, but the
Commencement Date shall be delayed until such time as such obligations of Landlord are
substantially completed or Landlord has tendered possession, as the case may be, and Landlord shall
have no other liability whatsoever on account of such delay. However, there shall be no
postponement of the Commencement Date to the extent that Landlord’s obligations are not
substantially completed because of any delays caused by Tenant as described in the Work Letter.
Landlord’s obligations shall not be deemed incomplete if only insubstantial details of
construction, decoration or mechanical adjustments remain to be done. The determination of
Landlord’s architect or interior space planner for the Building shall be final and conclusive on
Tenant as to whether such obligations have been substantially completed.



B. If Landlord’s obligations to improve the Premises, if any, are substantially completed
prior to the Commencement Date and Landlord and Tenant agree, without in any way being bound to so
agree, Tenant may take possession of the Premises or part thereof prior to the Commencement Date.
In such event, all of the covenants and conditions of this Lease shall be binding upon the parties
hereto with respect to such whole or part of the Premises as of the date when Tenant took
possession and Tenant shall pay Full Service Rent at the initial annual rate stated herein, without
abatement, prorated for the period of such occupancy prior to the Commencement Date. If less than
the whole Premises are occupied and the unoccupied portions have not been substantially completed
due to the fault of Landlord. Rent shall also be prorated based on the percentage the occupied
portion comprises the full Premises.



C. Under no circumstances shall the occurrence of any of the events described in this Section
be deemed to accelerate or defer the Termination Date.



D. The Tenant’s taking possession of any portion of the Premises shall be conclusive evidence
that such portion of the Premises was in good order and satisfactory condition when the Tenant took
possession, except as to defects contained on a punch list to be prepared and signed by Landlord
and Tenant based on an inspection made prior to the date on which Tenant takes possession of such
portion of the Premises and except for defects not reasonably discoverable upon an ordinary
inspection of the Premises; provided, however, that if the Premises are not available to Tenant for
such inspection prior to the date on which Tenant takes possession, such punch list shall be
prepared and signed by Landlord and Tenant within seven (7) days after Tenant takes possession of
such portion of the Premises. Landlord shall promptly correct all defects noted on such agreed
punch list. No promise of the Landlord to construct, alter, remodel or improve the Premises or the
Building and no representation by Landlord or its agents respecting the condition of the Premises
or the Building have been made to Tenant or relied upon by Tenant other than as may be contained in
this Lease.



5. SERVICES.



A. Landlord’s Repair and Maintenance. Subject to the condemnation and casualty
provisions contained in this Lease and except as otherwise expressly provided herein, Landlord will
maintain and repair the common areas of the Project, including lobbies, stairs, elevators,
corridors, and restrooms, the windows in the Building, the mechanical, plumbing and electrical
equipment serving the Building, the parking garage, the roof and structure of the Building, and the
walkways, driveways, and landscaped areas at the Project, if any, in reasonably good order and
condition. Landlord shall maintain the Building in a first-class condition comparable to other
Class A office buildings in the area in which the Building is located.



B List of Services. Landlord will furnish the Premises with services, including
without limitation:




(1) electricity for lighting and the operation of low-wattage office machines (such as
desktop calculators, personal computers and photocopy machines) during Business Hours,
although Landlord will not be obligated to furnish more power to the Premises than is
proportionally allocated to the Premises under the Building design;




(2) heat and air conditioning reasonable required for the comfortable occupation of the
Premises during Business Hours;



(3) access and elevator service (at least one passenger elevator shall be in service 24 hours
day/7 days per week);




(4) lighting replacement during Business Hours (for building standard lights, but not
for any special Tenant lights, which will be replaced at Tenant’s sole cost and expense);



(5) restroom supplies;



(6) window washing with reasonably frequency, as determined by Landlord; and




(7) daily cleaning service on weekdays, (in accordance with Exhibit C, which is
attached hereto).




As used herein, “Business Hours” means 8:00 am to 5:00 pm Mondays
through Fridays.



Tenant’s Computer Server Room: With reference to subparagraph B(2) above, Landlord, at no
additional expense to Tenant, shall maintain the temperature in Tenant’s computer server room at
72° F or cooler (but no colder than 60° F) on a 24 hour/day, 7 days/week basis.



Landlord may provide, but will not be obligated to provide, any such services (except access
and elevator service) on holidays or weekends. Electricity will be available to the Premises and
will, at Landlord’s option, be separately metered or directly sub metered for the Premises. The
cost of electricity at such secondary rates as applicable will be due and payable by the Tenant as
billed during the Term of this Lease. There shall be a minimum of one (1) security guard on site
at all times and security guard in the garage during business hours. There shall provide a card
access system to the garage, building elevators, and building exterior for after hour
accessibility.



Tenant will have the right to purchase the use during Business Hours and non-Business Hours
the services described in clauses (b) (1) and (2) in excess of the amounts Landlord has agreed to
furnish so long as:



(1) Tenant gives Landlord reasonable prior written notice of its desire to do so;



(2) the excess services are reasonably available to Landlord and to the Premises; and




(3) Tenant pays as Additional Rent (at the time the next payment of Monthly Rent is
due) the cost of such excess service charged by Landlord from time to time for providing
such additional or excess services.



C. Tenant’s Costs. Whenever equipment or lighting (other than building standard
lights) is used in the Premises by Tenant and such equipment or lighting affects the temperature
otherwise normally maintained by the design of the Building’s air conditioning system, Landlord
will have the right, after prior written notice to Tenant, to install supplementary air
conditioning facilities in the Premises or otherwise modify the ventilating and air conditioning
system serving the Premises; and the cost of such facilities, modifications, and additional service
will be paid by Tenant as Additional Rent. If Landlord reasonably believes that Tenant is using
more power than normal business usage then Tenant may be billed extra service charges.



D. Limitation on Liability. Landlord will use reasonable efforts to diligently remedy
any interruption in the furnishing of such services. Landlord reserves the right temporarily to
discontinue such services at such times as may be necessary by reason of accident; repairs,
alterations or improvements; strikes; lockouts; riots; acts of God; governmental preemption in
connection with a national or local emergency; any rule, order, or regulation of any governmental
agency; conditions of supply and demand that make any product unavailable; Landlord’s compliance
with any mandatory governmental energy conservation or environmental protection program, or any
voluntary energy conservation program at the request of or with consent or acquiescence of Tenant;
or any other happening beyond the control of Landlord. Landlord will not be liable to Tenant or
any other person or entity for direct or consequential damages resulting from the admission to or
exclusion from the Building or Project of any person. In the event of invasion, mob, public
excitement, strikes, lockouts, or other circumstances rendering such action advisable in Landlord’s
sole opinion, Landlord will have the right to prevent access to the Building or Project during the
continuance of the same by such means as Landlord, in its sole discretion, may deem appropriate,
including without limitation locking doors and closing parking areas and other common areas.
Unless caused by the willful acts of Landlord, its employees, agents or contractors or Landlord’s
breach of this Lease, Landlord will not be liable for damages to person or property or for injury
to, or interruption of, business for any discontinuance nor will such discontinuance in any way be
construed as an eviction of Tenant or cause an abatement of Rent or operate to release Tenant from
any of Tenant’s obligations under this Lease.




	6.	 	TENANT CARE OF PREMISES:





Tenant will maintain the Premises (including Tenant’s equipment, personal property, and trade
fixtures located in the Premises) in their condition at the time they were delivered to Tenant,
reasonable wear and tear excluded. Tenant will immediately advise Landlord of any damage to the
Premises. All damage or injury to the Premises, the Project, or the fixtures, appurtenances, and
equipment in the Premises or the Project that is caused by Tenant, its agents invitees or employees
may be repaired, restored, or replaced by Landlord, at the expense of Tenant. Such expense (plus
15% of such expense for Landlord’s overhead) will be collectible as Additional Rent and will be
paid by Tenant within 10 days after delivery of the statement for such expense.



7. ADDITIONS AND ALTERATIONS



Tenant shall not, without the prior written consent of Landlord (not to be unreasonably
withheld), make any alterations, improvements or additions to the Premises. Landlord’s refusal to
give said consent shall be conclusive. If Landlord consents to said alterations, improvements or
additions, it may impose such reasonable conditions with respect thereto as Landlord deems
appropriate, including, without limitation, requiring Tenant to furnish Landlord with security for
the payment of all costs to be incurred in connection with such work, insurance against liabilities
which may arise out of such work, plans and specifications plus permits necessary for such work and
“as-built” drawings or an accurately marked record set of drawings showing the actual location of
said alterations, improvements and additions. The work necessary to make any alterations,
improvements or additions to the Premises, whether prior to or subsequent to the Commencement Date,
shall be done at Tenant’s expense by employees of, or contractors hired by, Landlord except to the
extent Landlord gives its prior written consent to Tenant’s hiring its own contractors (which
consent shall not be unreasonably withheld, except that Landlord may arbitrarily withhold consent
in cases involving Building systems such as plumbing, HVAC and electrical). Tenant shall promptly
pay to Landlord or the Tenant’s contractors, as the case may be, when due, the cost of all such
work and of all decorating required by reason thereof. Tenant shall also pay to Landlord a
percentage of the cost of such work (such percentage to be established on a uniform basis for the
Building) sufficient to reimburse Landlord for all overhead, general conditions, fees and other
costs and expenses arising from Landlord’s involvement with such work forthwith upon being billed
for the same. Upon completion of such work Tenant shall deliver to Landlord, if payment is made
directly to contractors, evidence of payment, contractors’ affidavits and full and final waivers of
all liens for labor, services or materials all in form satisfactory to Landlord. Tenant shall
defend and hold Landlord and the Land and Building harmless from all costs, damages, liens and
expenses related to such work. All work done by Tenant or its contractors pursuant to this Section
shall be done in a first-class workmanlike manner using only good grades of materials and shall
comply with all insurance requirements and all applicable laws and ordinances and rules and
regulations of governmental departments or agencies.



8. COVENANT AGAINST LIENS.



Tenant has no authority or power to cause or permit any lien or encumbrance of any kind
whatsoever, whether created by act of Tenant, operation of law or otherwise, to attach to or be
placed upon Landlord’s title or interest in the Land, Building or Premises, and any and all liens
and encumbrances created by Tenant shall attach to Tenant’s interest only. Tenant covenants and
agrees not to suffer or permit any lien of mechanics or materialmen or others to be placed against
the Land, Building or the Premises with respect to work or services claimed to have been performed
for or materials claimed to have been furnished to Tenant or the Premises, and, in case of any such
lien attaching, or claim thereof being asserted, Tenant covenants and agrees to cause it to be
immediately released and removed of record. In the event that such lien is not released and removed
within thirty (30) days, Landlord, at its sole option, may take all action necessary to release and
remove such lien (without any duty to investigate the validity thereof) and Tenant shall promptly
upon notice reimburse Landlord for all sums, costs and expenses (including reasonable attorney’s
fees) incurred by Landlord in connection with such lien.



9. INSURANCE.



A. Waiver of Subrogation. Notwithstanding anything in this Lease to the contrary,
Landlord and Tenant each hereby waive any and every claim for recovery from the other for any and
all loss of or damage to the Building or Premises or to the contents thereof, which loss or damage
is covered by valid and collectible physical damage insurance policies, or which would be covered
if insurance required hereunder were in effect. Inasmuch as this mutual waiver will preclude the
assignment of any such claim by subrogation (or otherwise) to an insurance company (or any other
person), Landlord and Tenant each agree to give to each insurance company which has issued, or in
the future may issue, to it policies of physical damage insurance, written notice of the terms of
this mutual waiver, and to have said insurance policies properly endorsed, if necessary, to prevent
the invalidation of said insurance coverage by reason of said waiver.



B. Coverage. Tenant shall purchase and maintain insurance during the entire Term for
the benefit of Tenant and Landlord (as their interest may appear) with terms, coverages and in
companies satisfactory to Landlord, and with such increases in limits as Landlord may from time to
time request, but initially Tenant shall maintain the following coverages in the following amounts:




(1) Commercial general liability insurance, naming Landlord and Landlord’s management
agent as additional insureds, covering any liability for bodily injury, personal injury and
property damage arising out of Tenant’s operations, assumed liabilities or use of the
Premises, for limits of liability not less than:



	 	 	 
	Bodily Injury Liability

	 	$2,000,000 each occurrence

$2,000,000 annual aggregate
	Personal Injury Liability

	 	$2,000,000 annual aggregate
	Property Damage Liability

	 	$1,000,000 each occurrence

$1,000,000 annual aggregate







(2) Physical damage insurance covering all office furniture, trade fixtures, office
equipment, merchandise and all other items of Tenant’s property on the Premises. Such
insurance shall be written on an “all risks” of physical loss or damage basis, for the full
replacement cost value of the covered items and in amounts that meet any coinsurance clause
of the policies of insurance.




(3) To the extent applicable, “dram-shop” insurance or host liquor liability insurance
naming Tenant, Landlord, Landlord’s beneficiary and Landlord’s management agent covering any
liability that might arise from the sale, provision or use of alcoholic beverages by Tenant
on the Premises in an amount reasonably satisfactory to Landlord from time to time in light
of statutory limits.




Tenant shall, prior to the Commencement Date, furnish to Landlord certificates evidencing
such coverage, which certificates shall state that such insurance coverage may not be
changed or canceled without at least ten days prior written notice to Landlord and Tenant.



C. Avoid Action Increasing Rates. Tenant shall comply with all applicable laws and
ordinances, all orders and decrees of court and all requirements of other governmental authorities,
and shall not, directly or indirectly, make any use of the Premises which may thereby be prohibited
or be dangerous to person or property or which may jeopardize any insurance coverage or may
increase the cost of insurance or require additional insurance coverage. If by reason of the
failure of Tenant to comply with the provisions of this Section, any insurance premium is
increased, Tenant shall make immediate payment of the increased insurance premium upon demand by
Landlord or if insurance coverage is jeopardized, Landlord shall have the option to terminate this
Lease by written notice to Tenant.



D. Landlord’s Insurance. Landlord shall insure the Building on an “all risks” of
physical loss or damage basis, in an amount equivalent to the full replacement cost of the
Building, and shall maintain commercial general liability insurance as is customarily maintained by
landlords of first class office buildings in downtown Columbus, Ohio. These insurance provisions
shall in no way limit or modify Tenant’s obligations under the provisions of this Lease. All
insurance premiums on such policies and the deductible portion of any claims thereunder shall be
included in Operating Expenses.



10. FIRE OR CASUALTY.



A. If the Premises or the Building (including machinery or equipment used in its operation)
shall be damaged by fire or other casualty and if such damage does not render all or a substantial
portion of the Premises or Building untenantable and if such damage is covered by Landlord’s
insurance, then Landlord shall repair and restore the same with reasonable promptness, subject to
reasonable delays for insurance adjustments and delays caused by matters beyond Landlord’s
reasonable control, but shall not be obligated to expend therefore an amount in excess of the
proceeds of insurance recovered with respect thereto. If any such damage renders all or a
substantial portion of the Premises or Building untenantable or if such damage is uninsured and not
covered by customary fire and extended coverage insurance or if any damage by fire or other
casualty occurs within two (2) years of the Termination Date which renders all or a substantial
portion of the Premises untenantable, Landlord and Tenant shall each have the right to terminate
this Lease as of the date of such damage (with appropriate prorations of Rent being made for
Tenant’s possession subsequent to the date of such damage of those tenantable portions of the
Premises) upon giving written notice to the other party at any time within one hundred twenty (120)
days after the date of such damage. If the Lease is no so terminated, Landlord shall have no
liability to Tenant, and Tenant shall not be entitled to terminate this Lease, by virtue of any
delays in completion of such repairs and restoration. Rent, however, shall abate on those portions
of the Premises as are, from time to time, untenantable as a result of such damage.



B. Landlord shall repair or restore any portion of the alterations, additions or improvements
in the Premises or the decorations thereto to the extent that such alterations, additions,
improvements and decorations were provided by Landlord at the beginning of the Term. Landlord
shall have no further obligation pursuant to this Lease to repair or restore any alterations,
additions or improvements in the Premises or the decorations thereto. If Tenant desires any other
or additional repairs or restoration and if Landlord consents thereto, the same shall be done at
Tenant’s sole cost and expense subject to all of the provisions of Section 7 hereof. Tenant
acknowledges that Landlord shall be entitled to the full proceeds of any insurance coverage,
whether carried by Landlord or Tenant, for damage to alterations, additions, improvements or
decorations which would become Landlord’s property upon the termination of this Lease.



11. WAIVER OF CLAIMS — INDEMNIFICATION.



To the extent not prohibited by law, Landlord and Landlord’s partners, affiliates, officers,
agents, servants and employees shall not be liable for any damage either to person, property or
business or resulting from the loss of use thereof sustained by Tenant or by other persons due to
the Building or any part thereof or any appurtenances thereof becoming out of repair, or due to the
happening or any accident or event in or about the Building, including the Premises, or due to any
act or neglect of any tenant or occupant of the Building or of any other person. This provision
shall apply particularly, but not exclusively, to damage caused by gas, electricity, snow, ice,
frost, steam, sewage, sewer gas or odors, fire, water or by the bursting or leaking of pipes,
faucets, sprinklers, plumbing fixtures and windows, and shall apply without distinction as the
person whose act or neglect was responsible for the damage and whether the damage was due to any of
the causes specifically enumerated above or to some other cause of an entirely different kind;
provided however, that the provisions of this section shall not excuse Landlord for liability for
damage or loss resulting from the willful acts of Landlord, its employees, agents or contractors.
Tenant further agrees that all personal property upon the Premises, or upon loading docks,
receiving and holding areas, or freight elevators of the Building, shall be at the risk of Tenant
only, and that Landlord shall not be liable for any loss or damage thereto or theft thereof.
Without limitation of any other provisions thereof, Tenant agrees to defend, protect, indemnify and
save harmless Landlord and Landlord’s beneficiary and their respective partners, affiliates,
officers, agents, servants and employees from and against all liability to third parties arising
out of the use of the Premises or acts of Tenant or its servants, agents, employees, contractors,
suppliers, workers or invitees while within the Premises.



12. NONWAIVER.



No waiver of any provision of this Lease shall be implied by any failure of Landlord to
enforce any remedy on account of the violation of such provisions, even if such violation be
continued or repeated subsequently, and no express waiver shall affect any provision other than the
one specified in such waiver and that one only for the time and in the manner specifically stated.
No receipt of monies by Landlord from Tenant after the termination of this Lease shall in any way
alter the length of the Term or of Tenant’s right of possession hereunder or after the giving of
any notice shall reinstate, continue or extend the Term or affect any notice given Tenant prior to
the receipt of such monies, it being agreed that after the service of notice or the commencement of
a suit or after final judgment for possession of the Premises, Landlord may receive and collect any
Rent due, and the payment of said Rent shall not waive or affect said notice, suit or judgment.



13. CONDEMNATION.



A. In the event all or substantially all of the Building or the Premises is taken or condemned
by eminent domain or by any conveyance in lieu thereof (such taking, condemnation or conveyance in
lieu thereof being hereinafter referred to as “condemnation”), the Term shall cease and this Lease
shall terminate on the earlier of the date the condemning authority takes possession or the date
title vests in the condemning authority. In the event any portion of the Building shall be taken by
condemnation (whether or not such taking includes any portion of the Premises), which taking, in
Landlord’s judgment, is such that the Building cannot be restored in an economically feasible
manner for use substantially as originally designed, then Landlord shall have the right, at
Landlord’s option, to terminate this Lease, effective as of the date specified by Landlord in a
written notice of termination from Landlord to Tenant. In the event that a portion, but less than
substantially all, of the Premises shall be taken by condemnation, then this Lease shall be
terminated as of the date of such condemnation as to the portion of the Premises so taken, and,
unless Landlord exercises its option to terminate this Lease set forth in this Section, this Lease
shall remain in full force and effect as to the remainder of the Premises. In the event of
termination of this Lease pursuant to the provisions of this Section, the Rent shall be apportioned
as of such date of termination; provided, however, that those provisions of this Lease which are
designated to cover matters of termination and the period thereafter shall survive the termination
hereof.



B. All compensation awarded or paid upon a condemnation of any portion of the Building shall
belong to and be the property of Landlord without participation by Tenant. Nothing herein shall be
construed, however, to preclude Tenant from prosecuting any claim directly against the condemning
authority for loss of business, loss of good will, moving expenses, damage to, and cost of removal
of, trade fixtures, furniture and other personal property belonging to Tenant; provided, however,
that Tenant shall make no claim which shall diminish or adversely affect any award claimed or
received by Landlord.



C. If any portion of the Land other than the Building is taken by condemnation or if the
temporary use or occupancy of all or any part of the Premises shall be taken by condemnation during
the Term, this Lease shall be and remain unaffected by such condemnation, and Tenant shall continue
to pay in full the Rent payable hereunder. In the event of any such temporary taking for use or
occupancy of all or any part of the Premises, Tenant shall be entitled to appear, claim, prove and
receive the portion of the award that represents the cost of restoration of the Premises and the
use or occupancy of the Premises after the end of the Term hereof. In any event of any such
condemnation of any portion of the Land other than the Building, Landlord shall be entitled to
appear, claim, prove and receive all of the award.



14. ASSIGNMENT AND SUBLETTING.



A. Subject to any provisions of this Section to the contrary, Tenant shall not, without the
prior written consent of Landlord (not to be unreasonably withheld), (i) assign, convey or mortgage
this Lease or any interest hereunder; (ii) permit to occur or permit to exist any assignment of
this Lease, or any lien upon Tenant’s interest, voluntarily or by operation of law; (iii) sublet
the Premises or any part thereof; or (iv) permit the use of the Premises by any parties other than
Tenant and its employees. Any such action on the part of Tenant shall be void and of no effect.
There shall be no partial assignment of Tenant’s interest in this Lease. The term “sublease” and
all words derived therefrom, as used in this Section, shall include any subsequent sublease or
assignment of such sublease and any other interest arising under such sublease. Landlord’s consent
to any assignment, subletting or transfer or Landlord’s election to accept any assignee, subtenant
or transferee as the tenant hereunder and to collect rent from such assignee, subtenant or
transferee shall not release Tenant or any subsequent tenant from any covenant or obligation under
this Lease. Landlord’s consent to any assignment, subletting or transfer shall not constitute a
waiver of Landlord’s right to withhold its consent to any future assignment, subletting, or
transfer. Landlord may condition its consent upon execution by the subtenant or assignee of an
instrument confirming such restrictions on further subleasing or assignment and joining in the
waivers and indemnities made by Tenant hereunder.



B. If Tenant desires the consent of Landlord to an assignment or subletting, Tenant shall
submit to Landlord at least thirty (30) days prior to the proposed effective date of the assignment
or sublease a written notice which includes:




(1) all documentation then available related to the proposed sublease or assignment
(copies of final executed documentation to be supplied on or before the effective date); and




(2) sufficient information to permit Landlord to determine the identity and character
of the proposed subtenant or assignee and the financial condition of the proposed assignee.



C. If Landlord does not terminate this Lease, in whole or in part, it may, nevertheless
withhold its consent to such assignment or subletting if:




(1) in the reasonable judgment of Landlord the subtenant or assignee is of a character
or engaged in a business or attracts a volume, frequency or type of employee or visitor
which is not in keeping with the standards maintained by Landlord in the Building or that
will impose an excessive demand on or use of the facilities or services of the Building;




(2) in the reasonable judgment of Landlord the subtenant or assignee does not have a
financial condition comparable to other tenants in the Building;




(3) in the reasonable judgment of Landlord the purpose for which the subtenant or
assignee intends to use the subleased space is in violation of the terms of this Lease or
the lease of any other tenant in the Building which prohibits such use;




(4) the subtenant or assignee is a governmental authority or agency or an organization
or persons enjoying sovereign or diplomatic immunity; or




(5) such assignment or subletting would cause a default under another lease in the
Building or under any ground lease, deed of trust, mortgage, restrictive covenant, easement
or other encumbrance affecting the Land.



D. In addition to withholding its consent, Landlord shall have the right to terminate this
Lease as to that portion of the Premises which Tenant seeks to assign or sublet, whether by
requesting Landlord’s consent thereto or otherwise. Landlord may exercise such right to terminate
by giving written notice to Tenant at any time prior to Landlord’s written consent to such
assignment or sublease. In the event that Landlord exercises such right to terminate, Landlord
shall be entitled to recover possession of, and Tenant shall surrender such portion of, the
Premises on the later of (i) the proposed date for possession by such assignee or subtenant, or
(ii) ninety (90) days after the date of Landlord’s notice of termination to Tenant.



E. In the event that Landlord consents to any assignment or sublease of any portion of the
Premises, as a condition of Landlord’s consent, if Landlord so elects to consent, Tenant shall pay
to Landlord its reasonable attorneys’ fees and other reasonable costs and expenses incurred by
Landlord in connection with such assignment or sublease plus any profit derived by Tenant from such
assignment or sublease. Tenant shall furnish Landlord with a statement certified by an independent
certified public accountant, setting forth in detail the computation of profit (which computation
shall be based upon generally accepted accounting principles), and Landlord, or its
representatives, shall have access to the books, records and papers of Tenant in relation thereto,
and to make copies thereof. Any rent in excess of that paid by Tenant hereunder for the Premises
so assigned or sublet realized by reason of such assignment or sublease shall be deemed an item of
such profit payable to Landlord. If a part of the consideration for such assignment or sublease
shall be payable other than in cash, the payment to Landlord shall shall be payable in accordance
with the foregoing percentage of the cash and other non cash considerations in such form as is
satisfactory to Landlord. Such profits shall be paid to Landlord promptly by Tenant upon Tenant’s
receipt of such excess rent from such assignee or subtenant or at such other time as Tenant shall
realize its profits from such assignment or sublease. If such sublease or assignment is part of a
larger transaction in which other assets of Tenant are being transferred, the consideration for the
assignment or sublease shall be the fair market value of such assignment or the fair market rental
for such sublease, as reasonably determined by Landlord.



F. Tenant acknowledges that this Lease is a lease of nonresidential real property and,
therefore agrees that Tenant, as the debtor in possession, or the trustee for Tenant (collectively
“the Trustee”) in any proceeding under Title 11 of the United States Bankruptcy Code relating to
bankruptcy, as amended, or under any similar federal or state statute (collectively, the
“Bankruptcy Code”), shall not seek or request any extension of time to assume or reject this Lease
or to perform any obligations of this Lease which arise from or after the order of relief.



If the Trustee proposes to assume or to assign this Lease or sublet the Premises (or any
portion thereof) to any person who shall have made a bona fide offer to accept an assignment of
this Lease or a subletting on terms acceptable to the Trustee, the Trustee shall give Landlord, and
lessors and mortgagees of Landlord of which Tenant has notice, written notice setting forth the
name and address of such person and the terms and conditions of such offer, no later than twenty
(20) days after receipt of such offer, but in any event no later than ten (10) days prior to the
date on which the Trustee makes application to the bankruptcy court for authority and approval to
enter into such assumption and assignment or subletting. Landlord shall have the prior right and
option, to be exercised by written notice to the Trustee given at any time prior to the effective
date of such proposed assignment or subletting, to accept an assignment of this Lease or subletting
of the Premises upon the same terms and conditions and for the same consideration, if any, as the
bona fide offer made by such person, less any brokerage commissions which may be payable out of the
consideration to be paid by such person for the assignment or subletting of this Lease.



The Trustee shall have the right to assume Tenant’s rights and obligations under this Lease
only if the Trustee: (i) promptly cures, or provides adequate assurance that the Trustee will
promptly cure, any default under this Lease; (ii) compensates, or provides adequate assurance that
the Trustee will promptly compensate, Landlord for any actual pecuniary loss incurred by Landlord
as a result of Tenant’s default under this Lease; and (iii) provides adequate assurance of future
performance under this Lease. Adequate assurance of future performance by the proposed assignee
shall include, as a minimum, that (a) the Trustee or any proposed assignee of this Lease shall
deliver to Landlord a security deposit in an amount equal to at lease three (3) months’ Rent
accruing under this Lease and (b) any proposed assignee of this Lease shall provide to Landlord an
audited financial statement, dated no later than six (6) months prior to the effective date of such
proposed assignment or sublease with no material change therein as to the effective date, which
financial statement shall show the proposed assignee to have a net worth equal to at least twelve
(12) months’ Rent accruing under this Lease, or in the alternative, the proposed assignee shall
provide a guarantor of such proposed assignee’s obligations under this Lease, which guarantor shall
provide an audited financial statement meeting the above requirements of this clause (b) and
execute and deliver to Landlord a guaranty agreement in form and substance acceptable to Landlord.
All payments of Rent required of Tenant under this Lease, whether or not expressly denominated as
such in this Lease, shall constitute rent for the purposes of Title 11 of the Bankruptcy Code.



The parties agree that for the purposes of the Bankruptcy Code relating to (i) the obligation
of the Trustee to provide adequate assurance that the Trustee will “promptly” cure defaults and
compensate Landlord for actual pecuniary loss, the word “promptly” shall mean that cure of defaults
and compensation will occur no later than sixty (60) days following the filing of any motion or
application to assume this Lease; and (ii) the obligation of the Trustee to compensate or to
provide adequate assurance that the Trustee will promptly compensate Landlord for “actual pecuniary
loss,” the term “actual pecuniary loss” means, in addition to any other provisions contained herein
relating to Landlord’s damages upon default, payments of Rent, including interest at the interest
rate on all unpaid Rent, all attorneys’ fees and related costs of Landlord incurred in connection
with any default of Tenant and in connection with Tenant’s bankruptcy proceedings.



Any person or entity to which this Lease is assigned pursuant to the provisions of the
Bankruptcy Code shall be deemed, without further act or deed, to have assumed all of the
obligations arising under this Lease and each of the conditions and provisions hereof on and after
the date of such assignment. Any such assignee shall, upon the request of Landlord, forthwith
execute and deliver to Landlord an instrument, in form and substance acceptable to Landlord,
confirming such assumption.



G. Tenant shall pay to Landlord its reasonable attorney’s fees and other reasonable costs and
expenses incurred by Landlord in reviewing the documentation and determining whether to consent to
any proposed sublease or assignment, regardless of whether Landlord consents or does not consent.



H. Notwithstanding anything in this Section to the contrary, Tenant shall have the right, upon
ten (10) days’ prior written notice to Landlord, (a) to sublet all or part of the Premises to any
related corporation or other entity which controls Tenant, is controlled by Tenant or is under
common control with Tenant with Tenant; or (b) to assign this Lease to a successor corporation or
other entity into which or with which Tenant is merged or consolidated or which acquired
substantially all of Tenant’s assets and property; provided that (i) such successor corporation or
entity assumes all of the obligations and liabilities of Tenant and shall have net worth at least
equal to the net worth of Tenant as of the date of this Lease, as determined by generally accepted
accounting principles, and (ii) Tenant provides in its notice to Landlord the information required
in this Section. For the purpose hereof “control” shall mean ownership of not less than 50% of all
the voting stock or legal and equitable interest in such corporation or entity.



15. SURRENDER OF POSSESSION.



All alterations, improvements and additions to the Premises, whether temporary or permanent in
character, made or paid for by Landlord or Tenant (excluding Tenant’s trade fixtures, equipment and
other personal property of Tenant), shall without compensation to Tenant become Landlord’s property
at the termination of this Lease by lapse of time or otherwise and shall be relinquished to
Landlord in good condition, ordinary wear and tear excepted. Upon the expiration of the Term or
upon the termination of Tenant’s right of possession, whether by lapse of time or at the option of
Landlord as herein provided, Tenant shall forthwith surrender the Premises to Landlord in good
order, repair and condition, ordinary wear and tear excepted. Tenant shall not be required to
remove any alterations, improvements or additions to the Premises unless, as a condition of
obtaining Landlord’s consent to the making of such alterations, improvements or additions, Landlord
notified Tenant in writing that the same must be removed at the end of the Lease Term. Prior to
the termination of the Term or of Tenant’s right of possession Tenant shall remove its office
furniture, trade fixtures, office equipment and all other items of Tenant’s movable property on the
Premises. Tenant shall pay to Landlord upon demand the cost of repairing any damage to the Premises
and to the Building caused by any removal. If Tenant shall fail or refuse to remove any property
which it is required to remove from the Premises, Tenant shall be conclusively presumed to have
abandoned the same, and title thereto shall thereupon pass to Landlord without any cost either by
set-off, credit, allowance or otherwise, and Landlord may at its option accept the title to such
property or at Tenant’s expense may (i) remove the same or any part in any manner that Landlord
shall choose, repairing any damage to the Premises caused by such removal, and (ii) store, destroy
or otherwise dispose of the same without incurring liability to Tenant or any other person.



16. HOLDING OVER.



Tenant shall pay to Landlord an amount as Rent equal One Hundred Fifty Percent (150%) of
one-twelfth of the Full Service Rent, plus one-twelfth of the Additional Rent payable by Tenant
during the previous Calendar Year herein provided, during each month or portion thereof for which
Tenant shall retain possession of the Premises or any part thereof after the expiration or
termination of the Term or of Tenant’s right of possession, whether by lapse of time or otherwise,
and also shall pay all direct damages sustained by Landlord on account thereof. At the option of
Landlord, expressed in a written notice to Tenant and not otherwise, any such holding over for a
period of more than sixty (60) days shall constitute a renewal of this Lease for a period of one
(1) year at the greater of the fair market rental for the Premises, as reasonably determined by
Landlord, or the Full Service Rent during the preceding year and the Additional Rent that would be
applicable for such year if the Term were one year longer. Under no circumstances will holdover be
considered a renewal unless Landlord exercised above option.



17. ESTOPPEL CERTIFICATE.



Tenant agrees that, from time to time upon not less than ten (10) business days’ prior request
by Landlord, Tenant, or Tenant’s duly authorized representative having knowledge of the following
facts, will deliver to Landlord a statement in writing certifying to the best of such person’s
knowledge (i) that this Lease is unmodified and in full force and effect (or if there have been
modifications, a description of such modifications and that the Lease as modified is in full force
and effect); (ii) the dates to which Rent and other charges have been paid; (iii) that the Landlord
is not in default under any provision of this Lease, or, if in default, the nature thereof in
detail; and (iv) such further matters as are set forth on the form of estoppel certificate attached
hereto as Exhibit [E] and made a part hereof, or as may be requested by Landlord, it being intended
that any such statement may be relied upon by any prospective assignee of any tenant of the
Building, any mortgagees or prospective mortgagees thereof, or any prospective assignee of any
mortgagee thereof, or any prospective and/or subsequent purchaser or transferee of all or a part of
Landlord’s interest in the Land and/or Building. Tenant shall execute and deliver whatever
instruments may be required for such purposes, and in the event Tenant fails so to do within ten
(10) business days after demand in writing, Tenant shall be considered in default under this Lease.



18. OBLIGATIONS TO MORTGAGEES.



A. Subordination. This Lease is subject and subordinate to all present and future
ground or underlying leases of the Land and to the lien of any mortgages or trust deeds now and
hereafter in force against the Land or Building and to all renewals, extensions, modifications,
consolidation and replacements thereof, and to all advances made or hereafter to be made upon the
security thereof; provided however that the subordination of this Lease to future ground leases or
mortgages shall be conditioned upon Tenant’s receipt of a commercially reasonable subordination,
non-disturbance and attornment agreement from the holder of such ground lease or mortgage. Tenant
shall at Landlord’s request execute such further instruments or assurances as Landlord may deem
necessary to evidence, confirm or effectuate such subordination of this Lease thereto or, if
requested, to make Tenant’s interest in this Lease superior thereto. If any mortgage shall be
foreclosed or property encumbered thereby is transferred in lieu of foreclosure, or if any ground
or underlying lease be terminated, (i) the liability of the mortgagee or trustee hereunder or
purchaser at such foreclosure sale or the liability of a subsequent owner designated as Landlord
under this Lease shall exist only so long as such trustee, mortgagee, purchaser or owner is the
owner of the Land or Building and such liability shall not continue or survive after further
transfer of ownership; and (ii) upon the request of the mortgagee, trustee or ground lessor, Tenant
will attorn, as Tenant under this Lease, to the purchaser at any foreclosure sale under any
mortgage or the ground lessor, by executing such instruments as may be required by the mortgagee,
trustee or ground lessor.



B. Notice to Landlord and Mortgagee. In the event of any act or omission by Landlord
which would give Tenant the right to damages from Landlord or the right to terminate this Lease,
Tenant will not sue for such damages or exercise any such right to terminate until (i) it shall
have given written notice of the act or omission to Landlord and to the holder(s) of the
indebtedness or other obligations secured by any mortgage or deed of trust affecting the Premises
or of any ground or underlying lease, if the name and address of such holder(s) have been furnished
to Tenant, and (ii) a reasonable period of time, in light of the time required to effect a remedy
and of the impact of the act or omission on Tenant’s business operations on the Premises, for
remedying the act or omission has elapsed following the giving of the notice, during which time
Landlord and such holder(s), or either of them, their agents or employees, will be entitled to
enter upon the Premises and do therein whatever may be necessary to remedy the act or omission.



19. CERTAIN RIGHTS RESERVED BY LANDLORD.



Landlord shall have the following rights, each of which Landlord may exercise without notice
to Tenant and without liability to Tenant for damage or injury to property, person or business on
account of the exercise thereof, and the exercise of any such rights shall not be deemed to
constitute an eviction or disturbance of Tenant’s use or possession of the Premises and shall not
give rise to any claim for set-off or abatement of rent or any other claim:




A. To change the name or street address of the Building.



B. To install, affix and maintain any and all signs on the exterior or interior of the
Building.



C. To decorate or to make repairs, alterations, additions, or improvements, whether structural
or otherwise, in and about the Building, or any part thereof, and for such purposes to enter upon
the Premises, and during the continuance of any of said work, to temporarily close doors,
entryways, public space and corridors in the Building and to interrupt or temporarily suspend
services or use of facilities, all without affecting any of Tenant’s obligations hereunder, so long
as the Premises are reasonably accessible and usable for the conduct of Tenant’s normal business.
Except in case of emergency repairs, Landlord will give Tenant reasonable advance notice of any
contemplated stoppage or entry upon the Premises and will use reasonable efforts to avoid
unnecessary inconvenience to Tenant by reason thereof.



D. To furnish door keys or magnetic cards for the entry door(s) in the Premises at the
commencement of the Lease and to retain at all times, and to use in appropriate instances, keys to
all doors within and into the Premises. Tenant agrees to purchase only from Landlord additional
duplicate keys as required, to change no locks, and not to affix locks on doors without the prior
written consent of the Landlord. Notwithstanding the provisions for Landlord’s access to the
Premises, Tenant relieves and releases the Landlord of all responsibility arising out of theft,
robbery, pilferage and personal assault. Upon the expiration of the Term or Tenant’s right to
possession, Tenant shall return all keys to Landlord and shall disclose to Landlord the combination
of any safes, cabinets or vaults left in the Premises.



E. To designate and approve all window coverings used in the Building.



F. To approve the weight, size and location of safes, vaults, vertical files and other heavy
equipment and articles in and about the Premises and the Building so as not to exceed the legal
live load per square foot designated by the structural engineers for the Building, and to require
all such items and furniture and similar items to be moved into or out of the Building and Premises
only at such times and in such manner as Landlord shall direct in writing. Tenant shall not install
or operate, machinery or any mechanical devices of a nature not directly related to Tenant’s
ordinary use of the Premises without the prior written consent of Landlord. Movements of Tenant’s
property into or out of the Building or Premises and within the Building are entirely at the risk
and responsibility of Tenant and Landlord reserves the right to require permits before allowing any
property to be moved into or out of the Building or Premises.



G. To establish controls for the purpose of regulating all property and packages, both
personal and otherwise, to be moved into or out of the Building and Premises and all persons using
the Building after normal office hours.



H. To regulate delivery and service of supplies and the usage of the loading docks, receiving
areas and freight elevators.



I. To show the Premises to prospective tenants at reasonable times and, if vacated or
abandoned, to show the Premises at any time and to prepare the Premises for re-occupancy.



J. To enter the Premises at any reasonable time and upon reasonable prior notice to Tenant to
inspect the Premises (except that prior notice shall not be required in an emergency).



K. To grant to any person or to reserve unto itself the exclusive right to conduct any
business or render any service in the Building. If Landlord elects to make available to tenants in
the Building any services or supplies, or arranges a master contract therefore, Tenant agrees to
obtain its requirements, if any, therefore from Landlord or under any such contract, provided that
the services and charges therefor are reasonable.



L. To close the Building after regular working hours and on Saturdays, Sundays and legal
holidays subject, however, to Tenant’s right to admittance to the Premises under such regulations
as Landlord may prescribe from time to time, which may include, but shall not be limited to, a
requirement that persons entering or leaving the Building identify themselves to a watchman by
registration or otherwise and establish their right to enter or leave the Building. Such
regulations may include, but shall not be limited to, the requiring of identification from Tenant’s
employees, agents, clients, customers, invitees, visitors and guests.



M. To close the Building in the event of a public emergency or upon the order of a public
authority with competent jurisdiction to do so.



20. RULES AND REGULATIONS.



Tenant agrees to observe the rules and regulations for the Building attached hereto as Exhibit
[D] and made a part hereof. Landlord shall have the right from time to time to prescribe additional
reasonable rules and regulations which, in its judgment, may be desirable for the use, entry,
operation and management of the Premises and Building, each of which rules and regulations and any
amendments thereto shall become a part of this Lease upon delivery thereof to Tenant. Tenant shall
comply with all such rules and regulations; provided, however, that such rules and regulations
shall not contradict or abrogate any right or privilege herein expressly granted to Tenant.
Landlord shall enforce the rules and regulations uniformly against all occupants of the Building.



21. LANDLORD’S REMEDIES.



If default shall be made in the payment of the Rent or any installment thereof or in the
payment of any other sum required to be paid by Tenant under this Lease or under the terms of any
other agreement between Landlord and Tenant, or if default shall be made in the observance or
performance of any of the other covenants or conditions in this Lease which Tenant is required to
observe and perform, and such default shall continue for thirty (30) days after written notice to
Tenant, or if a default involves a hazardous condition and is not cured by Tenant immediately upon
written notice to Tenant, or if the interest of Tenant in this Lease shall be levied on under
execution or other legal process, or if any voluntary petition in bankruptcy or for corporate
reorganization or any similar relief shall be filed by Tenant, or if any involuntary petition in
bankruptcy shall be filed against Tenant under any federal or state bankruptcy or insolvency act
and shall not have been dismissed within sixty (60) days from the filing thereof, or if a receiver
shall be appointed for Tenant or any of the property of Tenant by any court and such receiver shall
not have been dismissed within sixty (60) days from the date of its appointment, or if Tenant shall
make an assignment for the benefit of creditors, or if Tenant shall admit in writing Tenant’s
inability to meet Tenant’s debts as they mature, or if Tenant shall abandon or vacate the Premises
during the Term (herein, a “default”) then Landlord may treat the occurrence of any one or more of
the foregoing events as a breach of this Lease, and thereupon at its option may, with or without
notice or demand of any kind to Tenant or any other person, have any one or more of the following
described remedies in addition to all other rights and remedies provided at law or in equity or
elsewhere herein:



A. Landlord may terminate this Lease and the Term created hereby, in which event Landlord may
forthwith repossess the Premises and be entitled to recover forthwith, in addition to any other
sums or damages, for which Tenant may be liable to Landlord, as damages a sum of money equal to the
excess of the present value of the Rent provided to be paid by Tenant for the balance of the Term
over the present value of the fair market rent for the Premises, after deduction of all anticipated
expenses of reletting, for said period. For the purpose of determining present value, Landlord and
Tenant agree that the interest rate shall be the rate applicable to the then-current yield on
obligations of the U.S. Treasury having a maturity date on or about the Termination Date. Should
the present value of the fair market rent for the Premises, after deduction of all anticipated
expenses of reletting, for the balance of the Term exceed the present value of the Rent provided to
be paid by Tenant for the balance of the Term, Landlord shall have no obligation to pay to Tenant
the excess or any part thereof or to credit such excess or any part thereof against any other sums
or damages for which Tenant may be liable to Landlord.



B. Landlord may terminate Tenant’s right of possession and may repossess the Premises by
forcible entry and detainer suit, by taking peaceful possession or otherwise, without terminating
this Lease, in which event Landlord may, but shall be under no obligation to, relet the same
(except to the extent required by applicable law) for the account of Tenant, for such rent and upon
such terms as shall be satisfactory to Landlord. For the purpose of such reletting, Landlord is
authorized to decorate, repair, remodel or alter the Premises. If Landlord shall fail to relet the
Premises, Tenant shall pay to Landlord as damages a sum equal to the amount of the Rent reserved in
this Lease for the balance of the Term as such Rent shall become due and payable hereunder from
time to time during the Term. If the Premises are relet and a sufficient sum shall not be realized
from such reletting after paying all of the costs and expenses of all decoration, repairs,
remodeling, alterations area additions and the expenses of such reletting and of the collection of
the rent accruing therefrom to satisfy the Rent provided for in this Lease, Tenant shall satisfy
and pay the same upon demand therefore from time to time. Tenant shall not be entitled to any rents
received by Landlord in excess of the Rent provided for in this Lease. Tenant agrees that Landlord
may file suit to recover any sums falling due under the terms of this Section from time to time and
that no suit or recovery of any portion due Landlord hereunder shall be any defense to any
subsequent action brought for any amount not theretofore reduced to judgment in favor of Landlord.



In addition to all other damages, in either case (i) or (ii) above, Tenant hereby acknowledges
that any abatement of Full Service Rent at the beginning of the Term, any allowance provided by
Landlord to or for the benefit of Tenant and all commissions paid by Landlord in connection with
this Lease (collectively, the “Incentives”), have been provided by Landlord upon the express
condition that Tenant shall not default in the payment of Rent during the Term. If Tenant does
default in the payment of Rent hereunder, then Landlord shall be entitled to recover as damages, an
amount equal to the unamortized portion of the Incentives. The Incentives will be amortized evenly
over the Term, with interest at l2%, as if the sum of the Incentives were the principal balance of
a mortgage loan for such period at such interest rate being repaid in equal monthly installments of
principal and interest.



22. EXPENSES OF ENFORCEMENT.



Either party hereto shall pay to the other (the “Prevailing Party”), upon demand, all costs,
charges and expenses, including the fees and out-of-pocket expenses of counsel, agents and others
retained by the Prevailing Party, incurred in successfully enforcing the other party’s obligations
hereunder. Tenant shall pay upon demand all Landlord’s costs, charges and expenses, including the
fees and out-of-pocket expenses of counsel, agents and others retained by Landlord, incurred by
Landlord in any litigation, negotiation or transaction in which Tenant causes Landlord without
Landlord’s fault to become involved or concerned.



23. COVENANT OF QUIET ENJOYMENT.



Landlord covenants that Tenant, on paying the Rent, charges for services and other payments
herein reserved and on keeping, observing and performing all the other terms, covenants,
conditions, provisions and agreements herein contained on the part of Tenant to be kept, observed
and performed, shall, during the Term, peaceably and quietly have, hold and enjoy the Premises
subject to the terms, covenants, conditions, provisions and agreements hereof.



24. SECURITY DEPOSIT.



Tenant hereby deposits with Landlord the sum of Fifteen Thousand six hundred Dollars
($15,600.00) (hereinafter referred to as “Collateral”), as security for the prompt, full and
faithful performance by Tenant of each and every provision of this Lease and of all obligations of
Tenant hereunder.



A. If Tenant fails to perform any of its obligations hereunder, Landlord may use, apply or
retain the whole or any part of the Collateral for the payment of (i) any Rent or other sums of
money which Tenant may not have paid when due, (ii) any sum expended by Landlord on Tenant’s behalf
in accordance with the provisions of this Lease, and/or (iii) any sum which Landlord may expend or
be required to expend by reason of Tenant’s default, including, without limitation, any damage or
deficiency in or from the reletting of the Premises as provided in Section 21. The use, application
or retention of the Collateral, or any portion thereof, by Landlord shall not prevent Landlord from
exercising any other right or remedy provided by this Lease or by law (it being intended that
Landlord shall not first be required to proceed against the Collateral) and shall not operate as a
limitation on any recovery to which Landlord may otherwise be entitled. If any portion of the
Collateral is used, applied or retained by Landlord for the purposes set forth above, Tenant
agrees, within thirty (30) days after the written demand therefore is made by Landlord, to deposit
cash with the Landlord in an amount sufficient to restore the Collateral to its original amount.



B. If Tenant shall fully and faithfully comply with all of the provisions of this Lease, the
Collateral, or any balance thereof, shall be returned to Tenant without interest within ten days
after the expiration of the Term or upon any later date after which Tenant has vacated the
Premises. In the absence of evidence satisfactory to Landlord of any permitted assignment of the
right to receive the Collateral, or of the remaining balance thereof, Landlord may return the same
to the original Tenant, regardless of one or more assignments of Tenant’s interest in this Lease or
the Collateral. In such event, upon the return of the Collateral, or the remaining balance thereof
to the original Tenant, Landlord shall be completely relieved of liability under this Section or
otherwise with respect to the Collateral.



C. Tenant acknowledges that Landlord has the right to transfer or mortgage its interest in the
Land and the Building and in this Lease and Tenant agrees that in the event of any such transfer or
mortgage, Landlord shall have the right to transfer or assign the Collateral to the transferee or
mortgagee. Upon such transfer or assignment and the transferee’s assumption of Landlord’s
obligations hereunder with respect to the Collateral, Landlord shall thereby be released by Tenant
from all liability or obligation for the return of such Collateral and Tenant shall look solely to
such transferee or mortgagee for the return of the Collateral.



25. REAL ESTATE BROKER.



Tenant represents that Tenant has dealt with (and only with) CB Richard Ellis, Inc. as brokers
in connection with this Lease, and that insofar as Tenant knows, no other broker negotiated this
Lease or is entitled to any commission in connection therewith. Tenant agrees to indemnify, defend
and hold Landlord, its beneficiaries or its partners, and any of its or their employees, agents,
legal representatives, officers, partners, successors or assigns harmless from and against any
claims made by any broker or finder other than the brokers named above for a commission or fee in
connection with this Lease, provided that Landlord has not in fact retained such broker or finder.



26. MISCELLANEOUS.



A. Rights Cumulative. All rights and remedies of Landlord under this Lease shall be
cumulative and none shall exclude any other rights and remedies allowed by law.



B. Interest. All payments becoming due under this Lease and remaining unpaid when due
shall bear interest until paid at the Applicable Rate.



C. Terms. The necessary grammatical changes required to make the provisions hereof
apply either to corporations, partnerships or other entities or individuals, men or women, as the
case may require, shall in all cases be assumed as though in each case fully expressed.



D. Binding Effect. Each of the provisions of this Lease shall extend to and shall, as
the case may require, bind or inure to the benefit not only of Landlord and of Tenant, but also of
their respective successors or assigns, provided this clause shall not permit any assignment by
Tenant contrary to the provisions of Section 14 hereof.



E. Lease Contains All Terms. All of the representations and obligations of Landlord
and Tenant are contained herein and in all Exhibits attached hereto, and no modification, waiver or
amendment of this Lease or of any of its conditions or provisions shall be binding upon the
Landlord or Tenant unless in writing signed by Landlord and Tenant or by their duly authorized
agents empowered by a written authority signed by Landlord or Tenant, as the case may be.



F. Delivery for Examination. Submission of the Lease for examination shall not bind
Landlord or Tenant in any manner, and no Lease or obligations of the Landlord or Tenant shall arise
until this instrument is signed by both Landlord and Tenant and delivery is made to each.



G. No Air Rights. No rights to any view or to light or air over any property, whether
belonging to Landlord or any other person, are granted to Tenant by this Lease.



H. Modification of Lease. If any lender requires, as a condition to its lending funds
the repayment of which is to be secured by a mortgage or trust deed on the Land and Building or
either, that certain modifications be made to this Lease, which modifications will not require
Tenant to pay any additional amounts or otherwise change materially the rights or obligations of
Landlord or Tenant hereunder, Tenant shall, upon Landlord’s request, execute appropriate
instruments effecting such modifications. Landlord shall pay to Tenant its reasonable attorney’s
fees and other reasonable costs and expenses incurred by Tenant in connection therewith.



I. Substitution of Other Premises. At any time hereafter, but no more than once
during the Term, Landlord may (upon thirty (30) days prior written notice) substitute for the
entire Premises other premises in the Building (herein referred to as the “New Premises”) provided
that the New Premises shall be usable for Tenant’s purpose and provided that Tenant’s existing
telephone numbers are preserved; and if Tenant is already in occupancy of the Premises, then in
addition Landlord shall pay the reasonable out of pocket expenses of Tenant’s moving from the
Premises to the New Premises and for improving the New Premises to that they are substantially
similar to the Premises. The leasehold improvements to be constructed by Landlord in the New
Premises shall be comparable in quality to the leasehold improvements in the Premises. Landlord
shall pay all installation costs for Tenant’s computer cabling and phone lines. The usable area of
the New Premises shall not be any smaller than the usable area of the Premises. If the New Premises
are larger, rent payable hereunder shall remain the same as if such relocation had not occurred.
The New Premises shall be functionally equivalent to the Premises in terms of layout and the number
of work areas and offices and shall have no less than the number of offices with windows as the
Premises. Landlord shall pay for new suite signage to replace Tenant’s then existing signage and
for the cost of printing a reasonable supply of stationary bearing Tenant’s new suite number.



J. Transfer of Landlord’s Interest. Tenant acknowledges that Landlord has the right
to transfer its interest in the Land and Building and in this Lease, and Tenant agrees that in the
event of any such transfer, Landlord shall automatically be released from all liability under this
Lease arising after the date of such transfer and Tenant agrees to look solely to such transferee
for the performance of Landlord’s obligations hereunder arising after the date of such transfer.
Tenant further acknowledges that Landlord may assign its interest in this Lease to a mortgage
lender as additional security and agrees that such an assignment shall not release Landlord from
its obligations hereunder and that Tenant shall continue to look to Landlord for the performance of
its obligations hereunder.



K. Landlord’s Title. Landlord’s title is and always shall be paramount to the title
of Tenant. Nothing herein contained shall empower Tenant to commit or engage in any act which can,
shall or may encumber the title of Landlord.



L. Prohibition Against Recording. Neither this Lease, nor any memorandum, affidavit
or other writing with respect thereto, shall be recorded by Tenant or by anyone acting through,
under or on behalf of Tenant, and the recording thereof in violation of this provision shall make
this Lease null and void at Landlord’s election.



M. Captions. The captions of Sections and subsections are for convenience only and
shall not be deemed to limit, construe, affect or alter the meaning of such sections or
subsections.



N. Covenants and Conditions. All of the covenants of Tenant hereunder shall be deemed
and construed to be “conditions,” if Landlord so elects, as well as “covenants” as though the words
specifically expressing or importing covenants and conditions were used in each separate instance.



O. Only Landlord/Tenant Relationship. Nothing contained in this Lease shall be deemed
or construed by the parties hereto or by any third party to create the relationship of principal
and agent partnership, joint venturer or any association between Landlord and Tenant, it being
expressly understood and agreed that neither the method of computation of Rent nor any act of the
parties hereto shall be deemed to create any relationship between Landlord and Tenant other than
the relationship of landlord and tenant.



P. Application of Payments. Landlord shall have the right to apply payments received
from Tenant pursuant to this Lease (regardless of Tenant’s designation of such payments) to satisfy
any obligations of Tenant hereunder, in such order and amounts, as Landlord in its sole discretion,
may elect.



Q. Definition of Landlord and Tenant. All indemnities, covenants and agreements of
Landlord and Tenant contained herein which inure to the benefit of Landlord and Tenant,
respectively, shall be construed to also inure to the benefit of Landlord and Tenant and their
respective successors and assigns.



R. Time of Essence. Time is of the essence of this Lease and each of its provisions.



S. Time for Performance. Whenever under the terms of this Lease the time for
performance falls on a Saturday, Sunday or legal holiday universally recognized in the City of
Columbus, such time for performance shall be on the next day that is not a Saturday, Sunday or
legal holiday.



T. Governing Law. Interpretation of this Lease shall be governed by the laws of the
State of Ohio.



U. Partial Invalidity. If any term, provision or condition contained in this Lease
shall, to any extent, be invalid or unenforceable, the remainder of this Lease (or the application
of such term, provision or condition to persons or circumstances other than those in respect to
which it is invalid or unenforceable) shall not be affected thereby, and each and every other term,
provision and condition of this Lease shall be valid and enforceable to the fullest extent possible
permitted by law.



27. NOTICES.



All notices to be given under this Lease shall be in writing and (i) delivered personally
(effective the day delivered), (ii) deposited in the United States mail, certified or registered
mail with return receipt requested, postage prepaid (effective upon the earlier of actual receipt
or three (3) business days after the date upon which such notice is deposited in the United States
mail) or (iii) sent by reputable overnight courier (effective the business day following delivery
to such courier), addressed as follows:



A. If to Landlord:



250 East Broad Street Properties, LLC



250 East Broad Street, Suite 1250



Columbus, Ohio 43215



Attention: Ken Romes



or to such other person or such other address designated by notice sent by Landlord to Tenant.



B. If to Tenant:



Ohio Indemnity Company



250 E. Broad Street, Suite 700



Columbus, Ohio 43215



Attention: President



or to such other person or such other address as is designated by Tenant in a notice to Landlord.



28. LIMITATION ON LANDLORD’S LIABILITY.



It is expressly understood and agreed by Tenant that none of Landlord’s covenants,
undertakings or agreements are made or intended as personal covenants, undertakings or agreements
by Landlord, its beneficiaries or its partners, and any liability for damage or breach or
nonperformance by Landlord shall be collectible only out of Landlord’s interest in the Building and
no personal liability is assumed by, nor at any time may be asserted against, Landlord, its
beneficiaries or its partners or any of its or their officers, agents, employees, legal
representatives, successors or assigns, all such liability, if any, being expressly waived and
released by Tenant.



	 	 	 
	LANDLORD:

	 	

	250 East Broad Street Properties, LLC

	By:

	 	/s/ Dirk M. Cantrell
	
 
	 	 
	Name:

	 	Dirk M. Cantrell Secretary/Treasurer
	TENANT:

	 	

	Ohio Indemnity Company

	 

	An Ohio corporation

	 	

	By:

	 	/s/ John S. Sokol
	
 
	 	 
	Name:

	 	John S. Sokol
	
 
	 	 
	Its:

	 	President
	
 
	 	 






STATE OF OHIO,


COUNTY OF FRANKLIN, SS:



The foregoing instrument was acknowledged before me this 14th day of August, 2008 by Dirk M.
Cantrell, Secretary/Treasurer of 250 East Broad Street Properties, LLC, on behalf of the limited
partnership.



/s/ Keith R. Kotowicz



Notary Public



STATE OF OHIO,


COUNTY OF      Franklin     , SS:



The foregoing instrument was acknowledged before me this 11th day of August, 2008 by
     John S. Sokol     , the      President     of Ohio
Indemnity Company, an Ohio corporation, on behalf of the corporation.



/s/ Tina Hawley



Notary Public



3



EXHIBIT A




FLOOR PLAN OF PREMISES




4




EXHIBIT [B]




WORKLETTER




TENANT CONSTRUCTION AGREEMENT




THE MIDLAND BUILDING




COLUMBUS, OHIO




This is the Tenant Construction Agreement referred to in the foregoing Lease (the “Lease”)
wherein Ohio Indemnity Company (“Tenant”) has agreed to lease certain space from 250 East Broad
Street Properties, LLC (“Landlord”) at The Midland Building, Columbus, Ohio. All capitalized terms
used herein shall have the respective meanings assigned to them in the Lease or in this Agreement.



Landlord and Tenant agree as follows:



1. Landlord’s Work. Landlord, at Landlord’s sole cost and expense, will turnkey the
improvements per the attached floorplan dated August 4, 2008 and per the Final Plans and
Specifications (as defined below) (herein, “Landlord’s Work.”). Landlord’s Work shall include
without limitation (i) the demolition of the existing improvements in the Premises; however,
Landlord may retain any doors, partitions, ceiling systems and other salvageable materials and/or
elements which could be incorporated into the Plans (as hereinafter defined), and (ii) leveling the
floor of the Premises to acceptable tolerances. All standard ceiling and above work will be
responsibility of Landlord. Any additional items requested by Tenant in writing that are not
included in the Final Plans and Specifications will be at Tenant’s cost, provided that Landlord
shall not install any such additional items until Tenant has approved of such costs in writing.
Landlord shall complete Landlord’s Work in a good and workmanlike manner.



2. Plans. Tenant agrees to cause its interior space planner (the “Interior Space
Planner”) to deliver to Landlord on or before August 11, 2008, singleline space plans for the
Premises (“Preliminary Space Plans”).



Promptly after Landlord has approved the Preliminary Space Plans, Tenant shall work with
Landlord’s designated architect in preparing architectural construction drawings (including (1)
furniture plans showing details of space occupancy, (2) sprinkler locations, (3) reflected ceiling
plans, (4) partition and door location plans, (5) electrical and telephone plans noting any special
requirements, (6) fire safety systems, (7) detail plans and (8) finish plans and schedules) with
the goal of providing such architectural construction drawings and specifications to Landlord on
or before September 8, 2008.



All plans shall be subject to Landlord’s approval (not to be unreasonably withheld), and if
Landlord does not approve the same, Landlord shall advise Tenant generally of the changes required
in such plans, drawings and specifications so that they will meet Landlord’s approval. Tenant shall
cause the Interior Space Planner to deliver to Landlord revised architectural drawings and
specifications noting the changes.



The final plans and specifications, as approved by Landlord and Tenant, are sometimes referred
to herein as the “Final Plans and Specifications”. Tenant represents to Landlord that Tenant has
reviewed its needs with the Interior Space Planner and that Tenant has assured itself that the
Plans can be delivered as hereinabove required. Tenant agrees to cooperate with the Interior Space
Planner and to furnish to the Interior Space Planner all information requested by the Interior
Space Planner as promptly as possible and in any event in sufficient time to cause the Plans to be
prepared and delivered timely. Landlord shall bear the expense of all construction drawings and
plans prepared by Landlord’s architect.



Tenant’s obligation to pay Rent under the Lease shall not commence until Landlord shall have
substantially completed Landlord’s Work, provided, however, that the payment of Rent shall not be
affected or deferred on account of any delay in substantially completing said work which results
from:




(a) Tenant’s failure to comply with the time periods for submissions, reviews and
approvals stated in paragraph 2 hereof; or




(b) The performance of any work by Tenant or any person, firm, or corporation employed
by Tenant; or




(c) Tenant’s request for changes in the Final Plans and Specifications (notwithstanding
Landlord’s approval of such changes) after issuance for bidding or construction; or




(d) Any default by Tenant or its agents in Tenant’s obligations under this Agreement.



3. Access by Tenant Prior to Completion of Landlord’s Work. Landlord will permit
Tenant and Tenant’s agents, suppliers, contractors and workmen to enter the Premises prior to the
completion of Landlord’s Work, provided that Tenant and its agents, contractors, workmen, and
suppliers and their activities in the Premises and Building will not interfere with or delay the
completion of Landlord’s Work and will not interfere with other activities of Landlord or occupants
of the Building. Landlord shall have the right, on notice to Tenant, to cause Tenant or any such
agent, contractor, workman or supplier to leave the Premises and the Building if Landlord
determines that any such interference or delay has been or may be caused. Without limiting the
foregoing, Tenant acknowledges that Landlord may, at its discretion, bar the entry of any such
agent, contractor, workman or supplier if such entry would cause labor problems or labor disharmony
at the Building. Tenant agrees that any such entry into the Premises shall be at Tenant’s own risk
and Landlord shall not be liable in any way for any injury, loss or damage which may occur to any
of Tenant’s property and Tenant agrees to protect, defend, indemnify and save harmless Landlord,
its affiliates, beneficiaries, partners and their respective agents from all liabilities, costs,
damages, fees and expenses arising out of or connected with the activities of Tenant or its agents,
contractors, suppliers or workmen in or about the Premises. In addition, prior to the initial entry
to the Premises by Tenant and by each contractor or subcontractor for Tenant, Tenant shall furnish
Landlord with policies of insurance covering Landlord as an insured party with such coverages and
such amounts as Landlord may then reasonably require in order to insure Landlord against liability
for injury or death or damage to property of Landlord or its tenants by reason of such entry and
any activity or work carried on in or about the Premises.



5



BUILDING RULES AND REGULATIONS

- AGREEMENT FOR CONSTRUCTION -




Project: Midland Building – General Improvements




Contractor/Sub-contractors, Suppliers, Material Men, etc., shall be advised of the following
building rules and regulations concerning their proper conduct within the building. All referenced
material, labor, services, taxes, after-hours costs, shipping, permits, fees or construction and/or
other reference processes performed by Contractor, shall be hereinafter referred to as “Work.”
When AIA Document A107 is the contract, the “Owner,” “Landlord” and “Building Management” may be
one and the same.



It is the General Contractor’s responsibility to ensure everyone reads and understands
these rules and regulations. Ignorance of same is not a waiver of liability or responsibility.
Failure to comply with any of these rules may result in your contract being canceled and/or your
people being asked to leave the job site. The General Contractor is ultimately responsible for the
conduct of his Sub-contractors. The signature block on the last page of this Agreement shall act as
the written approval and a representative of the Building Management has executed acceptance of all
requirements after it.



Building Engineers on site are Lloyd Wickline and Troy Peters.



1. It is the intent of these Rules and Regulations to encompass all applicable labor material
and equipment necessary to completely finish the Work described by Building Management in a
workmanlike manner.



Where the Contractor wishes to make substitutions for items specifically called out on drawings,
specifications, etc., Contractor shall submit in writing to the architect and/or Building
Management: samples, technical data, performance data, etc., as required. Such material shall be
submitted far enough in advance to allow time for review and written approval without causing delay
in the Work. Any substitutions used without written approval shall be subject to rejection and
replacement at Contractor’s expense. The entire system to which the substitution applies and all
Work installed in connection with the substitution must function as a unit as originally intended.



Contractor shall pay for cost of any change in Work due to improper checking and coordination by
Contractor. Contractor shall also be responsible for all additional costs in the re-coordination
of trades and replacement of material.



2. If the Contractor defaults or persistently fails and/or neglects to carry out the Work and/or
correct any Work rejected by the Building Management, in accordance with the Contract Documents
and/or Building Rules and Regulations Agreement, the Owner, after twenty-four (24) hours written
notice to the Contractor, without prejudice to any other remedy he may have, may make good such
deficiencies. Owner may also deduct the cost thereof including compensation for additional
services made necessary from the payment then or thereafter due the Contractor. The Owner may
terminate the Contract and take possession of the site and of all materials, equipment, tools,
construction equipment and machinery thereon owned by the Contractor and finish the Work by
whatever method he deems expedient. If the remaining balance of the Contract Sum is greater than
the expense of finishing the Work, the excess shall be paid to the Contractor. If the remaining
balance is less than the expense of finishing the Work, the Contractor shall pay the difference to
the Owner.



3. Prior to starting any work in the building, Contractor, at its sole expense, should have a
current Policy of Public Liability Insurance naming (Owner) 250 East Broad Street Property, LLC,
and the tenant if applicable and CB Richard Ellis as additionally insured, on file with the
Management Office. Policy will insure against loss, injury, death or damage of persons or property,
including the premises and the building arising out of such Work, with the limits of not less than
$1,000,000 per occurrence for bodily injury and $1,000,000 per occurrence for property damage.
Building Management based on the nature of the Work being performed may increase said amount. Also,
Contractor must keep current insurance certificates on all Sub-contractors. Any
Contractor/Sub-contractor performing work found not to have current insurance will be immediately
ordered off the premises.



4. Contractors working in or about the property must have prior written approval from the Building
Management before any type of Work may commence. A list of subcontractors must be filed with
Building Management and proper notice will be given to the building engineers before construction
begins. Any persons not on the approved Contractor list will be denied access to the property — no
exceptions. This list will include phone numbers and contacts for each Contractor/Sub-contractor,
including home and emergency telephone numbers.



5. An initial walk through of the job will be conducted prior to construction. The Contractor’s
superintendent, the building engineer and security will review rules and regulations, as well as
check for existing conditions of the premises.



6. Prior to the commencement of Work, the Contractor shall provide Building Management with a
projected schedule showing the major items of Work with the dates of their start and finish with
significant milestones for Management to inspect. A projected date of final completion shall also
be included. This date shall be the time when all trades have completed their Work, the suite has
been Certified by the City as ready for occupancy, and the job is ready to be turned over to the
tenant or Building Management.



7. All Contractors must be licensed in the state in which the Work is performed, and have work
experience in commercial properties. Written documentation/certification and previous job
references are required prior to the commencement of any type of Work.



8. Where applicable, permits must be obtained from the City Building Department or other governing
agency prior to the commencement of Work. Permits must be posted at the job site in accordance to
the governing body. All construction Work will require a permit. An officer of 250 East Broad
Street Property must approve any exceptions in writing. Approval of drawings, details, schedules,
etc., by the Building Management shall not relieve the Contractor from the responsibility for
compliance with local, county, state or federal laws, rules, ordinances, or Rules and Regulations
of commissions, boards, or other authorities having jurisdiction.



9. All Contractors shall keep the premises and improvements free and clear of all liens arising out
of or claimed by reason of any Work performed, materials furnished or obligations incurred. The
Contractor is responsible for the payment of all bills for labor and materials furnished by, or to
the Sub-Contractors and himself on this project, and the Contractor will also deliver to the Owner
a Waiver of Liens from himself and each if his Sub-Contractors, if any, and at such time he will
certify that he is submitting such lien waivers for all Sub-Contractors involved.



10. No one shall be allowed to endanger the buildings, its premises or its occupants in any manner
whatsoever. If such a situation occurs, the Contractor, Sub-Contractor, supplier, etc. shall
immediately take steps to correct and eliminate the hazardous condition. In the event that the
Contractor’s personnel fail to perform in a satisfactory manner, the Building Management reserves
the right to immediately take steps to remedy the hazard at the Contractor’s expense.



11. It is imperative that good business/professional conduct be maintained by all Contractors’
personnel while they are on the property and that they are properly dressed for the environment
they are working in and the job being done. Contractor shall not employ any unfit person or anyone
not skilled in the task assigned to him. Respect must be shown to the building tenants at the
Midland Building at all times. Rude and obscene behavior, including foul and abusive language,
will not be tolerated. Offenders will be asked to remove themselves from the premises and shall
not be permitted to return.



12. Contractor is not permitted to post any sign on the job site advertising the name of the
Contractor or Sub-Contractor.



13. All Contractors’ personnel will enter and exit through a designated entrance and possibly a
designated freight elevator. Use of building main floor, lobbies, or elevator lobbies is
prohibited for storing material even on a temporary basis. Specific building moving and freight
policies are established and must be reviewed with Building Management. Where applicable such
freight policies may include fines for breaking such policies.



14. The Building Management prior to the commencement of the project must approve hours in which
the Work will commence and end each day. No variation to the agreed upon hours will be permitted
unless authorization is obtained from the Building Management. The Contractor’s Rules and
Regulations as stated herein will further limit hours. Building Management must be notified of
“after hours” Work in advance. (See Security Access Instructions for details) “After hours” work
is defined to be before 7:00 a.m. and after 6:30 p.m. All Contractors working over the weekend and
after the normal hours shall provide the Management Office a list of workers prior to the worker
being on site or they will be denied access. The list should also include an estimated time the
Contractors will be working, the location of the work to be done and a 24-hour emergency contact
for the Supervisor of the Work.



15. All deliveries are to be accepted, moved and delivered to the contracted suite prior to 7:00
a.m., stocking will not be allowed during business hours. When accepting deliveries, Masonite must
be laid to protect floor finishes. It is the Contractor’s responsibility to keep public areas
clean at all times.



16. All construction waste and debris shall be removed between the hours of 6:30 p.m. to 7:00 a.m.
No construction waste or debris may be placed in the building dumpster /compactor. The Contractor
will provide for removal of waste and debris from the building at his own expense. If a dumpster
is required (space allowing), the location shall be authorized by the Building Management and will
meet the Management’s standard relating to safety and aesthetics daily. It will be the
responsibility of the Contractor to keep the area around the container neat and orderly daily. It
will be important to assure that a trail of debris in not left between the Work area and refuse
container.



17. Construction personnel shall at all times maintain the highest level of project cleanliness.
All construction debris shall be removed through the service elevator or stairs on a daily basis
and shall never be allowed to produce a fire hazard. In the event that the Contractor fails or
refuses to keep the demised premises free of accumulated waste, the Management Office reserves the
right to enter said premises and remove the debris at the Contractor’s expense. In addition, all
public areas, i.e., corridors, Restrooms, janitor’s closets, etc. shall be maintained and kept free
of construction debris, dust, etc.



Specific Restrooms will be designated for Contractor use. Anyone found using Restrooms other than
specified, or janitorial closets will be subject to dismissal. No one is permitted to use the
janitorial closets without Management’s permission. Upon completion of each tenant improvement,
the Contractor will be responsible for restoring the facility to its original state. All carpeted
corridors will be protected by carpet mask (Polytech brand only) flush with the base, from the
point of entry to the job site to the Restroom. Walk-off mats will be placed at all locations
where Contractors enter public areas of the building. These walk-off mats will be maintained and
cleaned daily, or more frequently if required, so that construction material is not transferred
unto any other areas of the building. Any flammable or hazardous materials (i.e., paint) may only
be stored on premises with permission of the Management Office who shall designate an area for such
storage.



18. Pre-filters shall be installed over all induction unit openings on floors under construction.
If building filters or equipment require replacement or cleaning due to construction dust, the
Contractor will be charged.



19. The Contractor should cover air transfers when working next to tenanted space to control the
transmission of dust and dirt. Covering must be removed at the completion of daily construction.
Keep all tenant entrance and exit doors closed to restrict the movement of dust or dirt. Close off
temporary openings with polyurethane. Due to local fire codes, no openings may be made on a
tenanted floor to the corridor unless the door will remain closed, unless materials are being
delivered. All HVAC filters in fan rooms shall also be delivered in operable condition at time of
completion (thus a temporary filter should be added to the existing filter).



20. Electrical Panels must be closed up at the end of each working day. (Interior panels can be
covered or barricaded). Doors to all electrical rooms must remain locked when not occupied or
protected by barrier. No storage is allowed in the electrical room. DO NOT TAPE OVER LOCKS TO
LEAVE DOOR OPEN OR USE ANY MECHANICAL DEVICE TO PROP OPEN. REPEATED VIOLATIONS WILL BE FINED
$150.00 PER EVENT.



21. Any and all safety equipment, such as traffic control, flagmen, barricades, rigging, fire
extinguishers, first aid supplies, etc., as may be necessary or required by any agency having
jurisdiction, shall be the sole responsibility of and at the expense of Contractor. It is the
responsibility of the Contractor to protect all individuals surrounding the Work area. All
liability shall be the responsibility of the Contractor. Contractor/Sub-contractor shall inaugurate
and maintain an accident prevention program and an employee safety-training program. Proof of
compliance may be requested by building management. All employees on the job, regardless of whose
direct payroll they are on, shall be required to respond to safety instructions from the
Contractor’s supervision. Persons who do not respond shall be removed from the job.



22. All Contractors are to take precautions to prevent the accidental tripping of the fire alarm
system. The smoke detectors must be covered during working hours and uncovered at the end of the
working day.



False alarms shall be fines at First offense: $200



	 	 	 	 	 
	Second offense:
	 	$	300	 
	Third offense:
	 	$	500	 






23. No gasoline operated devices, i.e., concrete saws, coring machines, welding machines, etc.,
shall be permitted within the building premises. All work requiring such devices shall be by means
of electrically operated substitutes.



24. All approved gas and oxygen canisters shall be properly chained and supported to eliminate all
potential hazards. At the completion of use, said containers shall be removed from the building.



25. Please contact the Management Office to schedule work on the following building systems: 24-
hours in advance (Any disruption of services will be scheduled at the Management Office’s
discretion.)



a. Domestic water.



b. Fire alarm or speaker.




	 	c.	 	Electrical tie-ins to base building or the addition of equipment to any are
other than the tenant suite except sub panels located within the tenant premises.





d. Sprinkler system.



e. Any work that will take place outside the demised tenant space.



f. Any tie-ins that may affect other tenant spaces.



Note: If a utility or building alarm is turned off for Contractor’s work, Contractor must notify
the Management Office upon completion so the system can be turned back on as soon as possible.



26. Construction personnel are not permitted to block open stairway doors. These doors provide the
fire protection required by code. Continued violation of this provision shall be subject to a $
150 fine. Janitorial doors shall be kept closed at all times on occupied tenant floors.



27. No graffiti or vandalism will be tolerated. Any individual caught in the act shall be
immediately removed from the premises and will not be allowed to return. In addition, all repairs
will be at the Contractor’s expense.



28. No tobacco smoking or chewing will be permitted in the building. No radios or
other sound producing equipment will be permitted in the building.



29. Since Work will occur while other businesses in the building are operating, noise is a major
consideration. Therefore, excessive noise, which may disturb tenants, will force us to halt Work
temporarily. No hammer drilling, core drilling or any tenant disturbances will be allowed between
the hours of 7:00 a.m. and 6:00 p.m., Monday through Friday. It is the responsibility of the
Contractor to instruct all construction personnel that noise will be minimized at all times. The
Building Management shall determine acceptable noise level.




	30.	 	Wet paint sign must be posted in all public areas when appropriate.





31. The odors, which arise when various construction procedures are done, can cause discomfort to
the tenants of the building. Examples of these odor concerns are carpet adhesive, wallpaper
sizing, wood stains and finishes and painting. These activities which sometimes produce odor
problems for tenants in the building will be done during evening non-business hours, as approved by
the Building Manager. Also, the engineering staff should be alerted to arrange for added
ventilation.



32. Contractor shall provide temporary electrical devices within the demised premises for their
Sub-contractor’s use. Contractor will not be permitted to run extension cords through public space
on occupied floors or through occupied tenant spaces.



33. The Contractor shall use reasonable measures to minimize energy consumption in the construction
area when possible. The Building shall pay for normal electrical consumption during the
construction process. All lights and equipment must be extinguished at the end of the Contractor’s
business day. In the event that the Contractor continues to leave lights and equipment on during
off-hours, the Management Office reserves the right to receive just compensation for excessive
electrical consumption.



34. Contractor/Sub-contractor may park in designated spaces only. Any vehicles found in
unauthorized spaces will be subject to posted parking rates. Specific instructions should be
obtained from each Building Management.



35. No work is to be performed, nor materials stored in any area other than suite under
construction without prior written authorization. No staging of trucks or materials will be
allowed in areas that may affect traffic flow to the adjoining properties.




	36.	 	Rubber wheels are required on all vehicles transporting materials in the Building.





37. All equipment and material will be designed and attached for seismic loading in accordance with
governmental agencies having jurisdiction over the work.



38. The following briefly describes the standard billing provisions, unless specified otherwise,
the following format will be followed:




	 	a.	 	Contractor shall submit, within five (5) calendar days of execution of this
agreement, a schedule of values for contractor work broken down by trade, quantity of
items and subcontractor.






	 	b.	 	Contractor shall, once a month, submit a copy of the payment request
accompanied by unconditional lien releases from the general contractor and all
subcontractors who have previously filed preliminary notices with an acceptance letter
of completed work from General Contractor. A copy of the schedule of values must
support each request.





By executing this Agreement, the Contractor represents that he has or will, prior to commencement
of Work, determine and verify all field measurements, field construction criteria, materials,
catalogue numbers and similar data and that he has checked and coordinated all drawings,
specifications, etc.



The Contractor accepts and is willing to perform all Work in a workmanlike manner and in accordance
with standard practice. Any extra cost based on drawings or changes shall be brought to the
attention of Building Management in writing and if not mentioned, it will be assumed that no extra
cost is involved for making a change, deviation or omission from the original drawings, details or
specifications.



The undersigned acknowledges receipt and acceptance of the Contractor’s Rules and Regulations as
stated. The undersigned will take full responsibility for;




	1.	 	Communicating Rules and Regulations to all Contractor’s personnel and Sub-contractors;





2. Enforcing Rules and Regulations in regards to employees of Contractor and Sub-contractors.



6




EXHIBIT [C]




CLEANING SPECIFICATIONS 




1. TENANTED AREAS




Nightly




Carpeted Areas- All carpeted floors will be vacuumed daily, moving all light furniture.
All furniture will be replaced to its original position. Vacuum under all desks and large
furniture, where possible.




Uncarpeted Floors- All hard-surfaced floors will be dust mopped nightly, using a
treated dust mop, moving all light furniture. All furniture will be replaced to its original
position. Mop under desks and large furniture where possible. Spot clean where necessary to
remove spills and smudges and spray buff as necessary.




Dusting- Hand dust and wipe clean with a damp or treated cloth all office furniture,
files, fixtures, paneling, window sills, and all other horizontal surfaces nightly. No feather
dusters allowed.




Furniture and Accessories- Spot clean all furniture and file cabinets to remove
streaks, spills, stains and finger marks. Damp dust telephone accessories as necessary. Empty,
clean and damp dust all waste receptacles, replacing liners where necessary. Wash waste
receptacles as necessary. Wash blackboards and chalk trays. Glass furniture tops to be damp
wiped and polished nightly.




Doors and Walls- All doors, jambs, walls, window mullions and glass partitions to be
cleaned removing all finger marks, streaks, spills, stains and smudges, paying particular
attention to walls around switch plates and door jambs.




Trash Removal- All trash from wastebaskets, ashtrays and other debris will be removed
from the premises nightly. Plastic bags to be installed in wastebaskets as required.



Weekly 




Carpeted Floors- All carpeted floors will be edged with a small broom or edging
tool paying particular attention to corners, behind doors and around furniture legs and
bases. Baseboards will be wiped with a treated dust cloth.




Dusting- Wipe with treated dust cloth all chair legs and rungs, furniture legs and
other areas of furniture and accessories not dusted during nightly dusting. No feather
dusters will be allowed.



Monthly 



Uncarpeted Floors- All hard-surfaced floors will be spray buffed with an electric




rotary buffing machine. All finish marks will be removed from baseboards, doors and frames.




High Dusting- All horizontal surfaces and ledges, such as picture frames, etc.,


ceiling air diffuser grills, lights, etc., that are beyond the reach of normal nightly
dusting will be dusted monthly, using a treated dust cloth. No feather dusters will be
allowed.




Glass Partitions and Doors- All glass doors and partitions will be thoroughly


washed, dried and polished, leaving a uniformly clean and bright condition. All
watermarks will be wiped from adjoining surfaces.  



2. RESTROOMS



Nightly 




Floors and Tiles- Floors will be swept clean and wet-mopped, using a germicidal
detergent approved by Owner. The floors will then be mopped dry and all watermarks and stains
wiped from walls and metal partition bases. Special care shall be taken to remove any mop
threads that become caught in partitions/ receptacles.




Metal Fixtures-Wash and polish all mirrors, powder shelves, bright-work (including
exposed piping below wash basins) towel dispensers, receptacles and any other metal accessories.
Mirrors will be cleaned and polished. Contractor shall use a non-abrasive, non-acidic material
to avoid damage to metal fixtures and Formica sink tops.




Ceramic Fixtures- Scour, wash and disinfect all basins, including faucets handles, bowls
and urinals with non-abrasive cleaner to remove all stains, including tile walls near urinals.
Special care must be taken to inspect and clean areas of difficult access, such as underside
toilet bowl rings and urinals to prevent build up of calcium and iron oxide deposits. Wash both
sides of toilet seats with germicidal solution to disinfect and wipe dry. Toilet seats to be
left in an upright position. Flush all urinals and water closets and report to management any
leaks and/or stoppage the next morning.




Metal Partitions and Walls- Partitions, tile walls and outside surfaces of all
dispensers/ receptacles to be damp wiped using germicidal solution. All surfaces to be wiped dry
so that all wipe marks are removed and surface has a uniformly bright appearance. Dust the top
edges of all partitions, ledges and mirror tops. Disinfect all restroom handles, door handles,
stall handles, grab bars, flush handles and faucet handles.




General-It is the intention of this specification to keep lavatories thoroughly clean
and not to use disinfectant to mask odors. Odorless disinfectants shall be used. Remove all
waste paper and refuse including soiled sanitary napkins, to designated area of the building and
dispose of same. Waste paper and sanitary napkin receptacles to be emptied, sanitized and new
liners installed. Fill toilet tissue holders, seat cover containers, soap, and hand lotion
dispensers, towel dispensers, sanitary napkin vending dispensers and maintain the operation of
same.



Weekly




Floors- All restroom floors will be machine scrubbed, using a germicidal solution,
detergent and water. After scrubbing, floors will be rinsed with clear water and dried. All
water marks will be removed from walls, partitions and fixtures. If directed by Owner, an
approved floor finish will be applied and buffed.




Floor Drains- Clean, disinfect and fill with water at least weekly



Monthly




Metal Partitions and Walls- Partitions, tile walls and outside surfaces of all
dispensers/ receptacles to be thoroughly washed using germicidal solution. All surfaces to be
wiped dry so that all wipe marks are removed and surface has uniformly bright appearance.




Ceiling Grills and Light Fixtures- All louvers, ventilating grills and light lenses to
be vacuumed monthly.








7









EXHIBIT [D]




RULES AND REGULATIONS




1. Tenant shall not exhibit, sell, or offer for sale on the Premises or in the Building any article
or thing except those articles and things essentially connected with the stated use of the Premises
without the advance written consent of the Landlord, which consent shall not be unreasonably
withheld.



2. Tenant shall not allow smoking by its employees, agents, customers, invitees or others within
the Premises or the Building, including the Common Areas other than a designated area provided by
Landlord.



3. Tenant will not make or permit to be made any use of the Premises or any part thereof which
would violate any of the covenants, agreements, terms, provisions, and conditions of this Lease or
which directly or indirectly is forbidden by public law, ordinance, or governmental regulation or
which may be dangerous to life, limb, or property, or which may invalidate or increase the premium
cost of any policy of insurance carried on the Building or Real Property or covering its operation,
or which will suffer or permit the Premises or any part thereof to be used in any manner or
anything to be brought into or kept therein which, in the judgment of Landlord, shall in any way
impair or tend to impair the character, reputation or appearance of the Building or Real Property
as a high quality office building, or which will impair or interfere with any of the services
performed by Landlord for the Real Property and Building.



4. Tenant shall not display, inscribe, print, paint, maintain, or affix on any place in or about
the Building or in the Real Property any notice, legend, direction, figure, or advertisement,
except on the doors of the Premises and on the Directory Board, and then only such name(s) and
matter, and in such color, size, place, and materials as shall first have been approved by the
Landlord, which approval shall not be unreasonably withheld. The listing of any name other than
that of Tenant, whether on the doors of the Premises, on the Building directory, or otherwise,
shall not operate to vest any right or interest in this Lease or in the Premises or be deemed to be
the written consent of Landlord, it being expressly understood that any such listing is a privilege
extended by Landlord and revocable at will by written notice to Tenant.



5. No additional locks or similar devices shall be attached to any door or window without
Landlord’s prior written consent, which consent shall not be unreasonably withheld. All keys must
be returned to the Landlord at the expiration or termination of this Lease.



6. Tenant shall not make any structural alterations, improvements, or additions to the Premises
without the Landlord’s advance written consent in each and every instance which consent shall not
be unreasonably withheld. In the event Tenant desires to make any alterations, improvements, or
additions, Tenant shall first submit to Landlord plans and specifications thereof and obtain
Landlord’s written approval thereof prior to commencing any such work. All alterations,
improvements, or additions, whether temporary or permanent in character, made by Landlord or Tenant
in or upon the Premises shall become Landlord’s property and shall remain upon the Premises at the
termination of this Lease without compensation to Tenant (excepting only Tenant’s movable office
furniture, trade fixtures, office and professional equipment), unless Landlord requires Tenant to
remove such items which must be removed at Tenant’s cost by no later than the earlier of the
termination or expiration of this Lease and such items shall be removed without damage to the
Landlord’s property. Any damage caused by or resulting from the removal of Tenant’s office
furniture, trade fixtures, and office and professional equipment, or alterations, improvements, or
additions removed at Landlord’s request, may be repaired by the Landlord at Tenant’s cost and
expense.



7. All persons entering or leaving the Building after hours on Monday through Friday or at any time
on Saturdays, Sundays or holidays may be required to do so under such regulations as the Landlord
may reasonably impose. The Landlord may exclude or expel any peddler.



8. Unless Landlord gives advance written consent, Tenant shall not install or operate any steam or
internal combustion engine, boiler, machinery, refrigerating or heating device or air conditioning
apparatus in or about the Premises, or carry on any mechanical business therein, or use the
Premises for housing accommodations or lodging or sleeping purposes, or do any cooking therein,
except microwave, or use any illumination other than electric light, or use or permit to be brought
into the Building any inflammable fluids such as gasoline, kerosene, naphtha and benzene, or any
explosives, radioactive materials, or other articles deemed extra hazardous to life, limb or
property. Tenant shall not use the Premises for any illegal or immoral purpose. Landlord consents
to a small refrigerator and ice machine for the tenant kitchen.



9. Tenant shall cooperate fully with Landlord to assure the effective operation of the Building’s
heating and air conditioning system.



10. Tenant shall not contract for any work or service which might involve the employment of labor
incompatible with the employees of contractors doing work or performing services by or on behalf of
the Landlord.



11. The halls, passages, exits, and entrances shall not be obstructed by Tenant or used for any
purpose other than for ingress or egress from its Premises. The roof is not for the use of the
general public and the Landlord shall in all cases retain the right to control and prevent access
thereto.



12. Tenant shall not use, keep or permit to be used or kept any foul or noxious gas or substance in
the Premises, or permit or suffer the Premises to be occupied or used in a manner offensive or
objectionable to the Landlord or other occupants of the Building by reason of noise, odors, and/or
vibrations, or interfere in any way with other tenants or those having business therein, nor shall
any animals be brought in our kept in or about the Premises.



13. Tenant shall see that the doors and windows, if operable, of the Premises are closed and
securely locked before leaving the Building and must observe strict care and caution that all water
faucets or water apparatus are entirely shut off before Tenant or its employees leave the Building,
and that all electricity shall likewise be carefully shut off so as to prevent waste or damage.
Tenant agrees that the Premises are to be used for office purposes only in connection with Tenant’s
business and for no other purpose whatsoever without the advance express written consent of
Landlord, which consent shall not be unreasonably withheld.



14. Landlord will not be responsible for any loss, theft or disappearance of personal property,
equipment, money or jewelry from the leased premises for any cause whatsoever.



15. Landlord desires to maintain the Premises in a first class condition. Landlord reserves the
right to amend, add to or modify these Rules and Regulations as in its judgment may from time to
time be necessary for the safety, care and cleanliness of the leased premises and the Building. If
Tenant breaches any of these Rules and Regulations (or any amendments, additions or modifications
thereto), such breach shall be considered a default under the Lease.



These Rules and Regulations (and any additions or modifications) are intended to supplement the
terms and provisions of the Lease and shall be applied and interpreted in a manner which is
consistent with the terms and provisions of the Lease. In the event of a conflict between the
Lease and these Rules and Regulations (or any amendments, additions or modifications thereto), the
Lease will govern.



(End of Rules and Regulations)




8



EXHIBIT [E]




FORM OF TENANT ESTOPPEL CERTIFICATE




DATED:______________________




	 	 	 	 	 
	Re:

	 	Lease Dated:
	 	

	 	 	Landlord: 250 East Broad Street Properties, LLC
	
 
	 	Tenant:
	 	

	
 
	 	Premises:
	 	

	
 
	 	 	 	 
	
 
	 	 	 	at The Midland Building, Columbus, Ohio






The undersigned as Tenant under the Lease aforesaid, hereby acknowledges for the benefit of
     , which has or is about to make a loan to the Landlord aforesaid, part of the
security for which will be a mortgage covering the Premises aforesaid and an assignment of
Landlord’s interest in said Lease, the truth and accuracy of the following statements pertaining to
said Lease.



1. Tenant has accepted and is in full possession of the Premises.



2. The term of the Lease commenced on      and the Lease is in full force and
effect.



3. Landlord has satisfactorily complied with all of the requirements and conditions precedent
to the commencement of the term of the Lease as specified in the Lease.



4. All improvements, additions and alterations required to be made by Landlord with respect to
the Premises have been fully completed by Landlord and are acceptable to Tenant except for
     .



5. Tenant is paying the full rent stipulated in the Lease and there are no offsets, defenses
or claims on the part of Tenant with respect thereto.



6. The fixed annual rent under the Lease is $     and no moneys have been paid to
Landlord in advance of the due date set forth in the Lease, except      
     .



7. Landlord has not been and is not presently in default under any of the terms, covenants or
provisions of the Lease.



8. There have been no modifications or amendments to the Lease except as follows:
     .



A true and complete copy of the Lease (together with all amendments if any aforementioned) is
attached hereto and hereby made a part hereof.



9. Tenant acknowledges that      assumes no liability for its security deposits, if any,
or for sums escrowed with the Landlord for taxes in the event that      acquires the building
in which the Premises are located by foreclosure or by transfer of title in lieu of foreclosure.



10. Tenant has no notice of any prior assignment, hypothecation or pledge of the Lease or of
the rents payable by Tenant thereunder.



	 	 	 
	Dated:

	 	TENANT:
	
 
	 	By:
	Address to which notices are to be

sent if other than the Premises:

	 	










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